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(hereinafter referred to as \"LTI\") , a Pennsylvania corporation, with an address of 30 Indian Drive, Ivyland, PA 18974. It is recognized that it may be necessary or desirable to exchange information between   and LTI for the purpose of a potential business relationship (the“Purpose”) .  \nIt may be necessary for either Party to provide confidential and/or proprietary information to the other. With respect to such information, the Parties agree as follows:  \n1) “Proprietary Information” shall include, but not be limited to, information regarding business matters, know-how, data (technical or non-technical), product samples and specifications, customer information, as well as performance, sales, financial, contractual and special marketing information, ideas, technical data and concepts not previously published or otherwise disclosed to the general public, not previously available without restriction to the receiving Party or others, and which the disclosing Party desires to protect pursuant to this Non-Disclosure Agreement.  \n2) Proprietary Information must be: (a) in writing; (b) clearly identified as Proprietary Information atthe time of its disclosure by each page thereof being marked with an appropriate legend indicating that the information is deemed proprietary by the disclosing Party; and (c) delivered by letter of transmittal to the receiving Party. Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally or visually , complete written summaries of all proprietary aspects of any such oral or visual disclosures shall have been delivered to the receiving Party within 20 calendar days of said oral or visual disclosures ; provided, however, that Proprietary Information that is not marked or reduced to writing is protected under this Non-Disclosure Agreement if the context and manner in which such Proprietary Information is disclosed would indicate to a reasonable person familiar with the pharmaceutical industry that such Proprietary Information can be reasonably expected to be treated as confidential. Neither Party shall identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims.  \n3) Each Party covenants and agrees that it will, during the term of this Non-Disclosure Agreement, keep in confidence, and prevent the disclosure of Proprietary Information to any third party other than those of receiving Party’s (i) employees, agents, representatives, directors or officers (collectively, “Representatives”) who need to know such Proprietary Information for the Purpose. Each Party shall be responsible for any breach of this Non-Disclosure Agreement by itself or its Representatives. A receiving Party shall not be liable for disclosure of any Proprietary Information if the same:  \nA. Was in the public domain at the time it was disclosed, or  \nB. Becomes part of the public domain without breach of this Non-Disclosure Agreement, or  \nC. Is disclosed with the written approval of the other Party, or  \nD. Was already in the receiving Party’s possession at the time it was disclosed, or  \nE. Was independently developed by the receiving Party, or  \nF. Is or was disclosed by the disclosing Party to a third Party without restriction, or  \nG. Is disclosed to the receiving Party by a third party with no confidentiality obligations to the disclosing Party.  \nIf receiving Party is required by applicable law, or by process issued in connection with a judicial or administrative proceeding, to disclose any of disclosing Party’s Proprietary Information, receiving Party shall immediately notify disclosing Party of such legal requirement or the ","cbCaidTwjw2JY9kz","https://ap.wps.com/l/cbCaidTwjw2JY9kz","pdf",33837,"English","# Proprietary Information Definition\n## Disclosure and Identification Requirements\n## Confidentiality and Permitted Recipients\n## Exceptions to Confidentiality Obligations\n## Legal Compelled Disclosure\n## Use Limitation and Return/Destruction of Information\n## Standard of Care and Remedies\n## Disclaimers","[{\"question\":\"What qualifies as “Proprietary Information” under the agreement?\",\"answer\":\"It includes confidential business and technical information such as business matters, know-how, data, product samples/specifications, customer and financial information, and related ideas or technical concepts intended to be protected.\"},{\"question\":\"What are the requirements for marking and delivering proprietary information?\",\"answer\":\"Proprietary Information must be in writing and clearly identified at disclosure with appropriate legends on each page, delivered with a letter of transmittal. For oral or visual disclosures that cannot be reduced to writing immediately, written summaries must be provided within 20 calendar days.\"},{\"question\":\"What happens if a party must disclose information due to law or legal proceedings?\",\"answer\":\"The receiving party must immediately notify the disclosing party about the legal requirement or issued process so the disclosing party can seek a protective order. If no protective order is obtained, disclosure is limited to what is legally required.\"}]","Non-Disclosure Agreement - LTI Two-Way CDA Template | PDF",1789568365]