RECIPROCAL CONFIDENTIALITY AGREEMENT
[DATE]
UNITED ARAB EMIRATES UNIVERSITY
And
[NAME]

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Parties initials:
UAEU / 360IP
_ _ / _ _

THIS AGREEMENT is dated [INSERT DATE]

BETWEEN:

(1)UNITED ARAB EMIRATES UNIVERSITYbeing a university established according to Federal Law No. 4 of 1976 of the United Arab Emirates, whose principal address is P.O. Box 15551, Al-Ain, United Arab Emirates (“University”); and

(2)[full details of second party](“[name]”)

(hereinafter also referred to either individually as a Party or collectively as the Parties).

WHEREAS:

(A)The Parties recognise that it may be necessary or desirable to provide each other with certain Information in line with, or for, the Purpose.

(B)This agreement sets out the terms upon which the Parties agree to provide each other with such Information.

NOW, THEREFORE, it is agreed as follows:

  1. Interpretation

In this agreement:

an Affiliate means any person directly Controlling, Controlled by or under direct or indirect Common Control of either of the Parties;

Authorised Recipients means, in relation to ISIS, each of ISIS’s respective employees, officers, directors, professional advisers, to the extent that they need to know the Information for the purposes of, or in connection with, the Purpose and in relation to the University, the University’s, directors, officers, employees and professional advisers;

Control (including the terms Controlling, Controlled by and under Common Control)with respect to the relationship between two or more persons, means the possession, directly or indirectly by equity ownership, contract or otherwise, of the power to direct the management or policies of the specified person;

a Party's Group means, in relation to that Party, it and its Affiliates;

Information means all information of whatever nature relating wholly or partly to the Purpose or the affairs of a Party (or a member of a Party's Group) which either before the date of this Agreement or thereafter:

(a)is supplied by or on behalf of a Party (or a member of that Party's Group) to the other Party or its respective Authorised Recipients whether orally, in writing or otherwise (including fax and other forms of electronic submission) and whether before, on or after the date of this agreement;

(b)is obtained by a Party or its Authorised Recipients or Group members in writing or orally, through or following discussions with the management, employees, agents or advisers of the other Party;

(c)is acquired by observation or attendance by a Party or its Authorised Recipients at the offices or other premises of the other Party (or a member of that other Party's Group); or

(d)consists of any reports, analyses, compilations, notes, studies, memoranda or other documents prepared by, on behalf of or for a Party (or member of that Party's Group), to the extent derived from, containing or otherwise reflecting any information described in (a), (b) or (c) above;

Provider means, in relation to any Information, the Party who (either directly or indirectly) provides (or otherwise makes available) that Information, or on whose behalf that Information is provided (or otherwise made available), to the other Party or its Authorised Recipients; and

Purpose means [give description of purpose for disclosure being made e.g. to assess potential further collaboration, for peer review etc.]

References to a person shall be construed, as the context requires, as references to any natural person, University or other legal or governmental entity.

References to a schedule shall mean a schedule to the Agreement and such schedules shall form part of this Agreement.

  1. Consideration

This agreement is made in consideration of the mutual disclosure of Information between the Parties in relation to the Purpose. The undertakings given by each Party in this agreement are, where relevant, given for the benefit of the Provider of the Information in question.

  1. Duty of Confidentiality
  2. Each Party will keep the Information secret and confidential and will not without the prior written consent of the Provider of the relevant Information (which may be withheld, in the Provider's absolute discretion), disclose, copy, reproduce or distribute any of it:

(a) for any reason other than set forth in Clause 3.2 below; or

(b) to any person other than an Authorised Recipient (on condition that they will not disclose, copy, reproduce or distribute it to any person who is not an Authorised Recipient).

3.2Each Party will use the Information solely for considering, evaluating, negotiating or completing the Purpose and not for any other purpose.

3.3Each Party will procure that each Authorised Recipient to whom Information is disclosed is made aware (in advance of disclosure) of the undertakings and other terms of this agreement, and will use its commercially reasonable endeavours to procure that each such person adheres to those undertakings and other terms as if that person were a party to this agreement. Each Party will be responsible for any breach of the undertakings and other terms of this agreement by any of its Authorised Recipients.

3.4Each Party will keep the Information securely and properly protected against theft, damage, loss and unauthorised access (including access by electronic means) by any third party.

3.5Without prejudice to the provisions of Clause 3.4, each Party shall inform the Provider immediately if it becomes aware that Information has been disclosed to an unauthorised third party.

3.6[name of second party] fully indemnifies and holds the University harmless in respect of any claim, action, damage, loss, liability, or cost that the University suffers or may foreseeably suffer as a result of any breach of this Agreement by [name of second party].

3.7Clause 3 shall not apply to Information which:

(a)at the time of its supply by (or on behalf of) the Provider is in, or subsequently comes into, the public domain, except through breach of any of the undertakings or other terms set out in this agreement;

(b)is already in the lawful possession of a Party, its Authorised Recipients or a member of its Group prior to disclosure under this agreement;

(c)following disclosure under this agreement, comes lawfully into the possession of a Party, its Authorised Recipients or a member of its Group from a third party (as can be demonstrated by such Party’s written records or other reasonable evidence), provided however, that this exception shall not apply to the extent the source of such Information was bound by a confidentiality agreement with the Provider (or any member of that Provider’s Group); or

(d)is required to be disclosed by law, regulation or any governmental or competent regulatory authority, provided that, so far as it is lawful and practical to do so prior to disclosure, the disclosing party shall promptly notify the Provider of the relevant Information of such requirement with a view, so far as is reasonably practical, to providing the opportunity for the Provider to (i) contest at its own cost and expense such disclosure or (ii) agree the proposed form, timing, content and purpose of the disclosure.

  1. Announcements
  2. Each Party undertakes that neither it nor any of its Authorised Recipients will, without the prior written consent of the other Party, reveal to any person (other than an Authorised Recipient) or otherwise announce that the Purpose is (or was) under consideration, that negotiations or discussions are (or were) taking place between the Parties, the status or progress of such negotiations (including termination of negotiations) or that Information has been provided or received.
  3. The restrictions in Clause 4.1 above will not apply if, and to the extent that, an announcement is required by law, regulation or any governmental or competent regulatory authority; provided that, so far as it is lawful and practical to do so prior to disclosure, the announcing Party shall promptly notify the other Party in advance of such requirement with a view, so far as it is reasonably practicable, to providing the opportunity for the other party to agree the form, timing, content and purpose of the announcement.
  4. Return/Destruction of Information
  5. Upon the written request of the relevant Provider, and except as provided by law, each Party will(and save as otherwise provided in Clause 5.2):

(a)Return to the Provider or, at the Provider’s option, destroy with such destruction certified in writing to the Provider, all documents containing Information provided (or otherwise made available) to it by or on behalf of the relevant Provider;

(b)destroy all analyses, memoranda or other documents derived from the Information provided (or otherwise made available) to it by or on behalf of the Provider;

(c)to the extent reasonably practicable, expunge all Information provided (or otherwise made available) to it by or on behalf of the Provider from any computer, word processor or other device, electronic or otherwise, containing such Information; and

(d)if so requested by the Provider, deliver to the Provider a certificate signed by an authorised individual confirming that the obligations contained in this Clause 6 have been complied with.

5.2Without prejudice to the provisions of Clause 5.1, each Party may retain one copy of all Information provided to it and one copy of any analysis, memoranda, or other documents derived from such information for the sole purpose of retaining a definitive record of the Information actually provided and as long as:

(a)such retained Information is treated as confidential at all times in accordance with the provisions of this agreement; and

(b)the copy of that Information is not duplicated or otherwise copied, reproduced or summarised (in each case, in whole or in part) by the Party retaining that Information.

  1. No Representation or Warranty
  2. Each Party acknowledges and agrees, that (except as may otherwise be provided in any future agreement regarding the Purpose):

(a)the Information provided to it does not purport to be comprehensive and that no representation or warranty, express or implied, is made by the Provider of any Information as to the accuracy, reliability or completeness of that Information;

(b)no Provider shall:

(i)have any liability to the other Party or to any other person resulting from the use of Information by that other Party or person or its Authorised Recipients; or

(ii)be under any obligation to provide further Information, update Information or correct any inaccuracies in Information.

This paragraph does not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

6.2Except as expressly set out in this agreement, each Party acknowledges and agrees that no other Party shall have any duty of care to it or to its Authorised Recipients or to any other person.

  1. General
  2. Without affecting any other rights or remedies that the Parties may have, each Party acknowledges that a person with rights under this agreement may be irreparably harmed by any breach of its terms and that damages alone may not necessarily be an adequate remedy. Accordingly, each Party hereby acknowledges without proof of actual damages that injunctive relief, specific performance or other equitable relief in favour of the relevant Party is an appropriate and necessary remedy for any threatened or actual breach of the terms of this agreement.
  3. No failure or delay in exercising any right, power or privilege under this agreement will operate as a waiver of it, nor will any single or partial exercise of any right, power or privilege under this agreement preclude any other or further exercise of it or any other right, power or privilege under this agreement or otherwise.
  4. If any provision of this agreement is held to be illegal, invalid or unenforceable, that provision shall (so far as it is illegal, invalid or unenforceable) be given no effect and shall be deemed not to be included in this agreement, but that shall not affect the legality, validity or enforceability of any other provision of this agreement.
  5. Save as expressly set out in this agreement, a person who is not party to this agreement shall have no right to enforce any of its terms.
  6. This agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this agreement.
  7. Each Party shall pay the costs and expenses incurred by it in connection with entering into this agreement.
  8. The undertakings of each Party under this agreement are given for the benefit of (and shall be enforceable by) each member of the other Party's Group without prejudice to any other remedies available to that other Party (or its Group members).
  9. Governing Law and Jurisdiction
  10. This agreement and the relationship between the Parties shall be governed by, and construed in accordance with, the laws of the United Arab Emirates as applicable in the Emirate of Abu Dhabi.

8.2 The Parties agree to submit to the exclusive jurisdiction of the Courts of Abu Dhabi in resolving any disputes arising out of this Agreement.

THEREFORE, the Parties have caused their duly authorised representatives to execute and deliver this agreement on the date first above written.

Signatories

For and on behalf of United Arab Emirates University by:

......

Name: Prof. Reyadh Al Mehaideb------(Authorised Signatory)

Title: Deputy Vice Chancellor for Research and Graduate Studies.

On behalf of United Arab Emirates University, UAE Al Ain.

Date:

Stamp:

For and on behalf of [name of second party]by:

......

Name:[ ] ------(Authorised Signatory)

Title: [ ]

On behalf of [name of second party], [Location]

Date:

Stamp:

______End of Agreement ______

Page 1 of 7

Parties initials:
UAEU / [2nd Party]
_ _ / _ _