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It defines disclosers and receivers, limits disclosure to necessary employees, consultants, and subcontractors, and requires use of at least reasonable care. 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(“XYZ” or the \"Collaborator\"), intending to be legally bound, agree that:\nThe Disclosers and Receivers are: NCATS and XYZ, as both of the Parties will be disclosing and receiving confidential information.\nA Party (\"Disclosing Party\" or “Disclosing Parties”) may disclose information to the other(s) (\"Receiving Party\" or “Receiving Parties”). The Parties’ representatives for disclosing or receiving information (is known):\nFor NCATS: add other names\nFor XYZ: add names\nThe Parties will be exchanging Information under this Agreement which is described as follows: 1) discuss possibility of entering into a research collaboration and/or other formal collaborative arrangement(s) to conduct research aimed at ……; 2) ???other data to be shared Please edit as needed\nThis Agreement controls only information that is disclosed to the Receiving Party/ies between the following dates:\nMarch X, 2011 and March X, 2011 (edit dates as needed; if there will be only a one-time transfer then just list that date)\nThe Receiving Party/ies will not disclose the Information of the Disclosing Party/ies to any person except its employees, consultants, or subcontractors to whom it is necessary to disclose the information for the purposes described above, and any such disclosures shall be under terms at least as restrictive as those specified herein. Any of the persons mentioned above who are given access to the Information shall be informed of this Agreement. The Receiving Party/ies shall protect the Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party/ies uses to protect its own confidential Information.\nThe Receiving Party/ies’s duties under this Agreement shall apply only to Information in any written document, memorandum, report, correspondence, drawing, or other material, or computer software or program, developed or prepared by the Disclosing Party/ies or any of its representatives which have been clearly marked\n\"Confidential.\" Oral disclosures must be reduced to\nwriting and marked \"Confidential\" within fourteen (14) days after disclosure to be considered confidential information. Disclosures in the form of tangible products or materials (including biological materials) must be transmitted to the Receiving Party/ies under NIH's Material Transfer Agreement and a written memorandum must be attached to this Agreement to be considered confidential under this Agreement.\nNotwithstanding any other provision of this Agreement, Information shall not include any item of information, data, patent or idea which: (a) is within the public domain prior to the time of the disclosure by the Disclosing Party/ies to the Receiving Party/ies or thereafter becomes within the public domain other than as a result of disclosure by the Receiving Party/ies or any of its representatives in violation of this Agreement; (b) was, on or before the date of disclosure in the possession of the Receiving Party/ies; (c) is acquired by the Receiving Party/ies from a third party not under an obligation of confidentially; or (d) is hereafter independently developed by the Receiving Party/ies, without reference to the information received from the Disclosing Party/ies.\nThe Receiving Party/ies agrees to return all information, including materials, received from the Disclosing Party/ies at the request of the Disclosing Party/ies except that the Receiving Party/ies may retain in its confidential files one copy of written Information for record purposes only.\nIn the event that the Receiving Party/ies or anyone to whom it transmits the Information pursuant to this Agreement becomes","cbCaifahXYTNEqJI","https://ap.wps.com/l/cbCaifahXYTNEqJI","docx",21609,"English","# Confidentiality Agreement\n## Parties and Definitions\n## Scope and Exchange of Information\n## Confidentiality Obligations and Marking Requirements\n## Exclusions and Return of Information\n## Compelled Disclosure, Governing Law, Term, and Execution","[{\"question\":\"Who are the parties and what roles do they play in the agreement?\",\"answer\":\"NCATS and XYZ, Inc. are the Parties, and both disclose and receive confidential information. Each Party may disclose information to the other as the disclosing party and receiving party.\"},{\"question\":\"What confidentiality obligations must the receiving party follow?\",\"answer\":\"The receiving party must restrict disclosure to employees, consultants, or subcontractors with a need to know and protect the information using at least reasonable care. It must also ensure disclosures are covered by terms at least as restrictive.\"},{\"question\":\"What happens to the confidential information and how is it handled if disclosure is legally required?\",\"answer\":\"Upon request, the receiving party must return all information, while it may keep one copy in confidential files for record purposes only. If legally required to disclose, the receiving party must provide prompt notice and consult before disclosure.\"}]","Confidentiality Agreement - Effective Date September X, 2012 - Research Collaboration Confidentiality Terms | DOCX"]