CONFIDENTIALITY DISCLOSURE AGREEMENT/ MUTUAL
Fortinet Firewall and Wireless Deployment
Between
IUCN, an International Organization incorporated under the laws of Switzerland and whose Headquarters is locatedMauverney 28, CH-1196 Gland, Switzerland (hereinafter "IUCN")
And
_______, a company duly incorporated under the laws of______and whose registered office is located at ______(hereinafter "______")
WHEREAS IUCN have developed and possess certain proprietary information, technology and know-how in relation thereto;
WHEREAS ______is a company specialized in ______has also developed and possesses certain proprietary information;
whereas the parties are investigating the feasibility and advisability of entering a possible collaboration whereby ______would be performing certain services for IUCN(hereafter the "Project") and they therefore wish to exchange certain information which each party considers proprietary and confidential;
NOW THEREFORE, the parties to this Agreement undertake as follows:
Article 1CONFIDENTIALITY
1.1Each party undertakes to keep confidential and not to disclose to any third party all information (including all oral and visual information and all information recorded in writing or electronically or in any other medium or by any other method) either in the form of data, documents, and/or samples of products with which it became acquainted in the course of investigating the Project and/or imparted to it by the other party, by its consultants, by its parent or affiliated companies (hereinafter "the Confidential Information").
Each party undertakes to use the Confidential Information only for the purpose of investigating the Project.
1.2The obligations mentioned herein shall not apply toConfidential Information which:
-at the time of its receipt, is in the possession of or known to the receiving party, otherwise than as a result of direct or indirect disclosure by the disclosing party;
-is in the public domain at the time of its receipt or becomes part of the public domain after its receipt by publication or otherwise but not through a breach of this Agreement by the receiving party and/or its employees/external consultants;
-is rightfully received by the receiving party from a third party on a non-confidential basis.
-is developed by the receiving party or its affiliates independently of any Confidential Information disclosed by the other party.
Notwithstanding the foregoing, either party shall be entitled to make any disclosure required by law or by any governmental or other regulatory authority of the Confidential Information, providedthat it gives the other party prompt notice of such disclosure.
1.3Each party shall keep confidential and not disclose to any third party neither the content nor the results of any study carried out under this Agreement. For the purposes of this Agreement, a third party shall not include any entity directly or indirectly, controlling, controlled by or under common control and/or ownership with IUCN.
Each party shall refrain from using either directly or indirectly the content or the results of any study carried out under this Agreement otherwise than for the purpose of investigating the Project.
1.4The Confidential Information shall be disclosed only to those employees, consultants or representatives of each party or of its affiliates or authorized agents who need to know such Confidential Information for the purpose of this Agreement, who have been informed of the confidential nature of such Confidential Information and who are obligated to comply with the confidentiality obligations herein.
1.5The receiving party shall, upon written request of the disclosing party, return to the disclosing party all Confidential Information supplied by it during the term of this Agreement in written or other tangible form (such as samples of products), including all copies thereof.In any event both parties agree to delete all Confidential Information upon termination of the evaluation, with the exception of electronic back-up tapes that are maintained in the ordinary course.
1.6Each party acknowledges that all rights with respect to the Confidential Information remain the property of the disclosing party and/or its parent and affiliated companies. Nothing in this Agreement shall be deemed by implication or otherwise to convey to the receiving party any right or license with respect to any Confidential Information of the disclosing party.
1.7The disclosing party shall have no liability whatsoever to the receiving party or its representatives, officers or employees as a result of the provision or use of the Confidential Information, in particular as far as the accuracy or the completeness of such Confidential Information is concerned, without prejudice however to any representations and/or warranties provided in a possible final agreement between the parties in relation to the Project.
1.8Nothing in this agreement shall be deemed to impose on either party any obligation to enter any further binding or non binding arrangement or agreement in relation to the Project.
1.9Each party agrees that any breach or potential breach of this agreement may cause irreparable injury entitling the other party to seek injunctive relief in addition to all available legal remedies.
Article 2TERM OF THE AGREEMENT
This Agreement shall come into effect onApril 27th, 2016and shall remain in effect for a period of ten (5) years from the date on which Confidential Information is disclosed for the last time hereunder.
Article 3APPLICABLE LAW AND JURISDICTION
This Agreement shall in all respects be governed by and interpreted according to the laws of Switzerland.
Any dispute under this Agreement which cannot be resolved amicably shall be decided by the competent courts of Canton de Vaud, (Switzerland).
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