CONFIDENTIALITY AGREEMENT
BETWEEN
The Politecnico di Milano – Department of Chemistry, Materials and Chemical Engineering “Giulio Natta” (tax code 80057930150; VAT no. 04376620151), with registered office in Milan, Piazza Leonardo da Vinci no. 32 (hereinafter, for the sake of brevity, referred to as “POLITECNICO”), represented by the Head of the Department, Prof. Maurizio Masi, authorised to stipulate this deed pursuant to article 7 of the "Regulations for services on behalf of third parties", issued by Rectorial Decree no. 510/AG, 19 February 2014, and subsequent amendments and supplements
AND
The Company ______(tax code ______; VAT no. ______), with registered office in ______, Via ______no. ______(hereinafter the “COMPANY”), represented by ______, Mr. ______, authorised to stipulate this deed pursuant to ______
hereinafter referred to individually as the “PARTY” and jointly as the “PARTIES”
WHEREAS
a)the COMPANY is a leader in the area of ______and, in support of its business operations, is interested in developing emerging and innovative technologies also pursued through collaboration with outside companies;
b)the COMPANY is developing innovative technologies in the area of ______and has confidential information on the subject;
c)the POLITECNICO has know-how in the field of ______;
d)the COMPANY intends to reveal confidential information related to the field of ______with a view to considering the possible support which the POLITECNICO, with the signing of appropriate negotiation documents, may provide for industrial development of ______hereinafter, “PURPOSE”);
e)the PARTIES acknowledge that this Confidentiality Agreement is limited, as far as the POLITECNICO is concerned, to the research group composed of [list the Politecnico di Milano personnel involved];
f)with this Confidentiality Agreement, the PARTIES therefore intend to define the terms and conditions upon which the COMPANY will disclose to the POLITECNICO the classified and confidential information required to achieve the PURPOSE
HAVING CONSULTED
Prof. ______, full/associate professor, connected with the Department of Chemistry, Materials and Chemical Engineering “Giulio Natta” who undertakes, on behalf of the Politecnico di Milano, the role of controller of the classified and confidential information and the consequent responsibility for the correct handling of such information, as well as the persons listed at letter e) of the premises;
Mr. ______, in charge of [indicate role] at the COMPANY, who undertakes, on behalf of the COMPANY, the role of referrer of the classified and confidential information and the consequent responsibility for transmitting/communicating such information
HAVING ACKNOWLEDGED THAT
Prof. ______as well as the persons listed at letter e) of the premises (hereinafter cumulatively referred to, for the sake of brevity, as “PERSONS CONDUCTING THE RESEARCH”) sign this Confidentiality Agreement in acceptance of the obligations for which they must personally meet;
Mr. ______signs this Confidentiality Agreement in acceptance of the obligations which he must meet
THE FOLLOWING IS AGREED AND STIPULATED
ARTICLE 1 – PREMISES
1.The foregoing premises, accepted by the PARTIES, are an integral and essential part of this "Confidentiality Agreement between the Politecnico di Milano – Department of Chemistry, Materials and Chemical Engineering “Giulio Natta”, and the Company ______" (hereinafter referred to, for the sake of brevity, as “CIONFIDENTIALITY AGREEMENT”).
ARTICLE 2 – SUBJECT
1.The PERSONS CONDUCTING THE RESEARCH, on their own responsibility, undertake to consider all information received from the COMPANY in fulfilment of this CONFIDENTIALITY AGREEMENT and connected with the PURPOSE as "classified" and "confidential".
2.For the purposes of this Confidentiality Agreement, "Confidential Information" refers to all information, supplied in a tangible form, including but not limited to: deeds, documents, drawings, product samples, data, analyses, reports, studies, graphic representations, print-outs, evaluations, reports related to technology and production processes, forms, tables, belonging to the Company and notified to the Politecnico in writing or physically transmitted and in any case all identifiable in forms or other formats marked as "Confidential" (hereinafter, for the sake of brevity, referred to as “CONFIDENTIAL INFORMATION”) by Mr……….[indicate the name of the referrer of the Company, named hereinbefore].
3.The PERSONS CONDUCTING THE RESEARCH, on their own responsibility, undertake not to reproduce or use the CONFIDENTIAL INFORMATION supplied and/or disclosed by the COMPANY to the POLITECNICO or in any way acquired in the fulfilment of this CONFIDENTIALITY AGREEMENT for purposes other than the PURPOSE of the research. In particular, the PERSONS CONDUCTING THE RESEARCH, on their own responsibility, undertake to:
a)maintain the secrecy of the CONFIDENTIAL INFORMATION and abstain from revealing it to third parties;
b)use the CONFIDENTIAL INFORMATION solely to conduct the activity covered by this CONDIDENTIALITY AGREEMENT;
c)abstain from patenting any information or data contained in the CONFIDENTIAL INFORMATION;
d)limit circulation of the CONFIDENTIAL INFORMATION within their organisation to the parties whose appointments justify knowledge of such CONFIDENTIAL INFORMATION and only provided that they are bound by obligations for confidentiality similar to those provided for in this CONFIDENTIALITY AGREEMENT. [An acknowledgement and acceptance of the obligations undertaken with this Confidentiality Agreement, signed by all the teaching staff and collaborators conducting the research must be included in the Department's documents].
4.The PARTIES agree in advance that any claims for damages deriving from breach of the provisions in this CONFIDENTIALITY AGREEMENT may not in any circumstance be for sums higher than € /00 (Euro /00)=. [Warning: any financial expenses deriving from this clause is charged directly to the Department even if the hoped for research contract is not actually signed. We therefore recommend that the Head of the Department should make a prudent assessment].
5.The POLITECNICO shall not be liable for any damages that may derive from breach of the provisions of this CONFIDENTIALITY AGREEMENT if it can be proved that said breach occurred despite the use of due diligence.
6.The POLITECNICO cannot rule out the possibility that there may be other research groups at the Politecnico di Milano who are independently conducting research on behalf of third party customers that is curiosity attended, in the same field of activity as the object of this CONFIDENTIALITY AGREEMENT.
ARTICLE 3 – EXCLUSIONS
1.The obligations for secrecy and confidentiality established in the CONFIDENTIALITY AGREEMENT do not apply to information that:
a)is already common knowledge and/or belongs to the state of the art before or when it was notified to the POLITECNICO;
b)becomes common knowledge after being notified to the POLITECNICO, for reasons not attributable to the POLITECNICO;
c)has been acquired from third parties without limitations as to secrecy;
d)has been developed independently by POLITECNICO personnel who have not had access to the CONFIDENTIAL INFORMATION.
2.In the event that the POLITECNICO is required by laws, decrees, regulations or other provisions issued by Public Authorities to reveal information in breach of this covenant of confidentiality, the DIRECTORS OF THE RESEARCH must immediately notify the COMPANY in order to permit it to oppose the aforesaid provisions and - if necessary - the POLITECNICO must offer its assistance for such opposition. In any case, only the part of the information which the POLITECNICO is legally required to reveal by the aforesaid provisions may be revealed.
ARTICLE 4 – DURATION OF THE CONFIDENTIALITY AGREEMENT
1.This CONFIDENTIALITY AGREEMENT shall enter into force on the date it is signed and shall remain effective for a period of ____ (____) months/years from the date of signature.
2.In the event of termination, for any reason whatever, of the CONFIDENTIALITY AGREEMENT, the DIRECTORS OF THE RESEARCH, on their own personal responsibility, undertake to return all documents, data, etc. containing the CONFIDENTIAL INFORMATION immediately to the COMPANY or to destroy any copy or reproduction of them, without prejudice to copies required by law.
ARTICLE 5 – PROHIBITION OF TRANSFER
1. This CONFIDENTIALITY AGREEMENT may not be transferred by either PARTY without obtaining the prior consent of the other PARTY.
ARTICLE 6 – APPLICABLE LEGAL SYSTEM
1.Art. 16 - This CONFIDENTIALITY AGREEMENT shall be interpreted according to the rules of Italian law, the provisions of which shall also be applied to any matter not expressly regulated.
ARTICLE 7 – PLACE OF JURISDICTION
1.The sole place of jurisdiction for any disputes which may arise between the PARTIES regarding the interpretation, fulfilment and/or validity of the CONFIDENTIALITY AGREEMENT shall be Milan.
ARTICLE 8 – UNIQUENESS OF THE CONFIDENTIALITY AGREEMENT
1.This CONFIDENTIALITY AGREEMENT expresses the complete agreement between the PARTIES and shall take precedence over all previous communications or agreements, whether oral or written, between the PARTIES related to the object of the CONFIDENTIALITY AGREEMENT itself.
ARTICLE 9 – CHANGES AND ADDITIONS TO THE CONFIDENTIALITY AGREEMENT
1.No change or addition to this CONFIDENTIALITY AGREEMENT will be deemed valid or constitute an obligation for the PARTIES unless it is drawn up in writing and signed by both PARTIES.
ARTICOLO 10 – PROCESSING AND PROTECTION OF “PERSONAL DATA”
1.The PARTIES reciprocally declare that they have been informed (and, where appropriate, expressly give their consent) that the “personal data” supplied, even verbally, for the pre-contract operations or in any case gathered as a consequence and during fulfilment of this CONFIDENTIALITY AGREEMENT, shall be used solely for the purposes of the CONFIDENTIALITY AGREEMENT, by consultation, processing, interconnection, comparison with other data and/or any other manual and/or automated processing and, furthermore, for statistical purposes, with processing of data exclusively in anonymous form, by notification to public bodies, when such bodies request it for the pursuit of their institutional purposes, as well as to private parties, when the purpose of the request is compatible with the institutional purposes of the University, fully aware that failure to supply the data may result in total or partial fulfilment of the agreement.
2.Data Controllers concerning this article is the COMPANY as identified, named and domiciled herein. Data Controllers is the Management Responsible for the POLITECNICO.
3.The PARTIES lastly declare that they have been informed on the rights decreed by article 7 of Legislative Decree no. 196, 30.6.2003 ("Code regarding the protection of personal data");
ARTICLE 11 – TAX BURDENS
1.This CONFIDENTIALITY AGREEMENT is subject to stamp duty, from when it was drawn up and at a fixed rate, pursuant to article 2 of Tariffs - Part One, appendix to Presidential Decree. no. 642, 26 October 1972 and subsequent amendments and supplements. The related costs are charged to the COMPANY.
2.This CONFIDENTIALITY AGREEMENT subject to registration solely in the event of use pursuant to art.4 of Tariffs - Part Two, appendix to
Presidential Decree no. 131, 26 April 1986 and subsequent amendments and supplements.
ARTICLE 13 – FINAL PROVISIONS
1.The PARTIES agree that no provision of the CONFIDENTIALITY AGREEMENT or other declaration formulated in fulfilment of the same may interpreted as the granting of a licence or any other form of right to industrial property or other right of property of the information itself.
2.It is understood that no clause in this CONFIDENTIALITY AGREEMENT compels the COMPANY to reveal information.
3.It is also understood that no clause in this CONFIDENTIALITY AGREEMENT compels the PARTIES to negotiate any commercial collaboration or transaction.
4.This CONFIDENTIALITY AGREEMENT has been subjected to specific examination and negotiation between the POLITECNICO and the COMPANY. The provisions set forth in articles 1341 and 1342 of the Italian Civil Code do not therefore apply, since the PARTIES have full and informed knowledge of all their respective undertakings and obligations, which have been examined and accepted freely and independently.
Milan, ______Place, date
POLITECNICO DI MILANOCOMPANY ______
THE HEAD OF THETHE LEGAL RAPRESENTATIVE
DEPARTMENT OF CHEMISTRY,
MATERIALS AND CHEMICAL
ENGINNERING “GIULIO NATTA”
HEAD OF THE DEPARTMENT
PROF. MAURIZIO MASI
______
Personnel concerned:
POLITECNICO DI MILANOCOMPANY
[FIRST AND LAST NAME][THE REFERRER]
[FIRST AND LAST NAME]
[FIRST AND LAST NAME]
The Management Responsible
Dr. Franca Di Censo