Mutual Confidential Disclosure Agreement

Revised on 2011/1/26

Docket Number:

(for official use only)

This Agreement is made on by and between,

(1) , a company incorporated in whose registered office is at (“XXX”); and

(2)Academia Sinica, a legal entity incorporated in Taiwan, whose principal place of business is at No. 128, Sec.2, AcademiaRoad, Nankang,Taipei11529, Taiwan, R.O.C. (“Sinica”).

WHEREAS possesses confidential and proprietary information and data concerning ; and

WHEREAS Sinica possesses certain information and data concerning ;

WHEREAS the parties have agreed to make available to each other certain confidential and proprietary information relating to their businesses in order to discuss and evaluate a possible collaboration in the commercialization of (the “Subject Matter”).

1.In this Agreement, the following expressions shall have the following meanings:

“Affiliate” means, in relation to either party, a company’s ultimate holding company together with all the subsidiaries of that ultimate holding company.

“Authorized Purpose” means the discussions and evaluation of a possible collaboration on the Subject Matter.

“Confidential Information” means all information or data disclosed by or on behalf of one party to this Agreement (the “Disclosing Party”) to the other party (the “Receiving Party”) including scientific, technical or commercial information relating to the Subject Matter, such as formulations, specifications, know-how, technologies, information relating to present and future products, manufacturing processes, research, inventions, and the Disclosing Party’s commercial activities.

“Subject Matter” has the meaning as defined in the preamble of this Agreement.

  1. Confidential Information may be disclosed in electronic, oral, written or other tangible form. With respect to the Confidential Information disclosed in writing or electronically, such documents shall be clearly marked as "confidential". Information which is orally or visually disclosed to the receiving party shall constitute Confidential Information if (i) it would be apparent to a reasonable person, familiar with the disclosing party’s business and the industry in which it operates, that such information is of a confidential or proprietary nature the maintenance of which is important to the disclosing party or if (ii)the disclosing party, within thirty (30) days after such disclosure, delivers to the receiving party a written document or documents describing such information and referencing the place and date of such oral, visual or written disclosure and the names of the persons at the receiving party to whom such disclosure was made.
  1. In consideration of both parties disclosing Confidential Information and, the Receiving Party hereby represents to the Disclosing Party that it shall not, without the prior written consent of the Disclosing Party:

a)use the other party’s Confidential Information for any purpose other than the Authorized Purpose; or

b)disclose the other party’s Confidential Information to any third party for any purpose, except as provided for in clause 4; or

c)publish the Confidential Information or otherwise place the Confidential Information in the public domain; or

d)duplicate the other party’s Confidential Information or produce extracts or documents containing Confidential Information except for limited copies extracts or documents made as needed and provided on a need-to-know basis.

4.The Receiving Party shall limit access to Confidential Information to those of its employees, or employees of its Affiliates who need to receive it for the Authorized Purpose and then only to the extent deemed necessary. The Receiving Party shall ensure that such employees are made aware of its obligations to maintain the Confidential Information in confidence and shall not disclose Confidential Information to any third party except as permitted by this Agreement.

5.Neither party shall disclose to any third party the existence of the relationship between the Parties, arisen out of and provided by this Agreement, without the prior written consent of the other party unless such disclosure is to an Affiliate who is permitted to receive Confidential Information in accordance with clause 4 above.

6.The foregoing restrictions on disclosure and use shall not be applicable to any Confidential Information which the Receiving Party can demonstrate:

a)was rightfully in its possession prior to the date of disclosure by the Disclosing Party;

b)was in the public domain prior to the date of disclosure by the Disclosing Party to the Receiving Party;

c)has subsequently entered into the public domain by publication or other means, except by means of an unauthorized act or omission by the Receiving Party;

d)was supplied to the Receiving Party without restriction on use or disclosure by a third party who was under no restriction directly or indirectly to the Disclosing Party regarding the use or disclosure of said information;

e)that the Receiving Party is required by law to disclose, provided that the Disclosing Party is given prompt written notice of any such requirement prior to any disclosure of Confidential Information so that it may contest such requirement, if the Disclosing Party so chooses; or

f) was independently developed by the Receiving Party or its Affiliates without access to the Disclosing Party’s Confidential Information, as evidenced by documentary records;

provided however that the foregoing exceptions shall not apply to:

i)Confidential Information contained within more general information that may fall within one or more of the exceptions; or

ii)any combination of features or items of Confidential Information where one or more of the relevant individual features or items (but not the combination itself) may fall within one or more of the exceptions.

7.The parties agree that discussions relating to the Authorized Purpose shall cease one (1) year from the date this Agreement is signed, unless the parties agree to a modified term. The non-disclosure and non-use provisions under this Agreement shall cease five (5) years from the date this Agreement is signed by the parties unless the parties mutually agree to a shorter term.

8.At any time, upon the written request of the Disclosing Party, the Receiving Party shall promptly return and/or destroy and/or procure the return of any and all written or physical embodiments, including all copies, of Confidential Information then in its possession and the Receiving Party shall take reasonable steps to ensure that the Confidential Information is not readily accessible in electronic form; provided however that, the Receiving Party may retain one copy for archival purposes in a secure place.

9.Neither this Agreement nor any disclosure of Confidential Information shall be deemed by implication or otherwise to vest in the Receiving Party any present or future rights in any patents, trade secrets or property belonging to the Disclosing Party and no license is granted except as explicitly stated in this Agreement.

10.The Disclosing Party makes no representation or warranty (express or implied) as to the accuracy or completeness of the Confidential Information or as to the reasonableness of any assumptions that may be contained in it.

  1. The parties shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement by negotiation.

Any disputes arising from this Agreement shall be faithfully discussed and negotiated so to seek a speedy settlement. However, in case it is necessary to seek resolution in a Court of Law, the legal jurisdiction of the defendant’s legal domicile shall be the court of first instance and the governing law shall be that of the defendant’s country, unless the parties agree to adopt other choice of jurisdiction and/ or law on a case by case basis.

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In witness whereof, both parties have executed this Agreement in three originals by its duly authorized officer or representative.

Sinica:

Project leader/signature:

Address:

Telephone:

Date:

XXX:

Representative/signature:

Title:

Address:

Telephone:

Date:

Witness/signature:

Title: Director

Address: Office of Public Affairs (Technology Transfer), Academia Sinica

Telephone: (02) 2787-2501

Date:

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