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It sets out disclosure and confidentiality obligations, including permitted use for evaluating research collaboration and/or business opportunities, standard of care requirements, and restrictions on further disclosure. 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DEFINITION OF CONFIDENTIAL INFORMATION  \nConfidential Information means any information disclosed by one party (the ‘Discloser’) to the other (the“Recipient”) relating directly or indirectly to [Insert Description of the Project/Technology] (“Project”) which is identified by the Discloser, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure.  \n2. EXCEPTIONS TO CONFIDENTIAL INFORMATION This Agreement does not apply to information that:  \ni. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient;  \nii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development;  \niii. was received by Recipient from a third party and Recipient was not aware that the third party hada duty of confidentiality to Discloser in respect of the information ;  \n[iv. is](iv. is) used or disclosed by Recipient with Discloser’s prior written approval; or  \n[v. is](v. is) required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. Any action taken by Discloser to contest the disclosure must not compromise the obligations of Recipient under the order to disclose or cause Recipient to be subject to any fine, penalty or prosecution.  \n3. DESIGNATED REPRESENTATIVES  \nEach party designates a representative for coordinating receipt, release and delivery of Confidential Information, which for the University will be Name and for Company: Name, or another individual(s) asthe party may designate in writing to the other party.  \n4. USE OF CONFIDENTIAL INFORMATION  \nRecipient may only use the Confidential Information for the purpose of evaluating a potential research collaboration and/or business opportunity (‘Permitted Purpose’) . Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.  \n5. NON-DISCLOSURE  \nRecipient must keep the Confidential Information in confidence. Recipient may only disclose the Confidential Information to its employees, directors, officers, agents, students (in University’s case) and  \nconsultants who have a need-to-know the Confidential Information for the Permitted Purpose, provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality. Recipient must not otherwise disclose Confidential Information to any person or third party without the prior written approval of Discloser.  \n6. STANDARD OF CARE  \nRecipient must use at least the same standard of care in protecting the confidentiality of the Confidential Information as it uses in protecting its own information of a similar nature and, in any event, no less thana reasonable standard of care. Recipient must notify Discloser promptly upon discovery that any Confidential Information has been accessed or otherwise acquired by or disclosed to an unauthorized person.  \n7. RETURN OF CONFIDENTIAL INFORMATION  \nIf requested in writing by Discloser, Recipient must cease using, return to Discloser and/or destroy all Confidential Information and any copies of Confidential Information in its possession or control. Recipient may retain one archival copy of such Confidential In","cbCaihAn855Yew8m","https://ap.wps.com/l/cbCaihAn855Yew8m","pdf",133225,"English","# Definition of Confidential Information\n# Exceptions to Confidential Information\n# Designated Representatives\n# Use of Confidential Information\n# Non-Disclosure\n# Standard of Care\n# Return of Confidential Information\n# No Licence or Other Rights\n# Limited Warranty & Liability\n# Term\n# General Provisions","[{\"question\":\"What counts as Confidential Information under this agreement?\",\"answer\":\"Confidential Information includes information disclosed by one party to the other relating to a specified project/technology, identified as confidential at disclosure or confirmed in writing within thirty days after an oral disclosure.\"},{\"question\":\"What are the main exceptions to confidentiality obligations?\",\"answer\":\"The agreement excludes information that was public at disclosure, becomes public without fault, was already known or independently developed with documentation, was received from a third party without confidentiality duty, or is used/disclosed with prior written approval or required by law with prior written notice.\"},{\"question\":\"How long does confidentiality last, and what must the recipient do when requested?\",\"answer\":\"The agreement runs for two years from the Effective Date, while confidentiality obligations expire three years after the end of the term. Upon written request, the recipient must cease using, return, and/or destroy all confidential information, with an allowed archival copy solely for verifying the extent of disclosure.\"}]","NDA Template - 2-way - Non-disclosure agreement (NDA) | PDF",1789843152]