1. The confidential information to be disclosed under this Agreement is
described as all technical or commercial information to be disclosed by one
Party to the other, with the exception of those items of information, if
any, that are clearly identified by the Originating Party as being
non-confidential.
2. Confidential information includes, but is not limited to, computer
programmes, computer codes (source and compiled), data, documentation,
drawings, samples, models, prototypes, equipment, processes, ingredients,
recipes, know-how, business plan or plans, inventions, improvements and
trade secrets.
3. All information received in confidence under paragraph 1 will be and
remain the property of the Originating Party together with any copyrights
and other industrial property rights therein, and will be returned to the
Originating Party on request.
4. The Receiving Party will take such reasonable steps as may be
necessary, including restriction of information to persons strictly needing
access thereto, in order to prevent disclosure of the technical or
commercial information to others, and will not disclose the same to others
without the written consent of the Originating Party.
5. The Receiving Party will not use or allow use of the technical or
commercial information in commercial operation, or for any other purpose
than the purpose for which it was disclosed, without the written consent of
the Originating Party to such use.
6. In the event that the Receiving Party is required by judicial or
administrative process to disclose information, the Receiving Party shall
promptly notify the Originating Party and allow the Originating Party a
reasonable time to oppose the process.
7. This Agreement imposes no obligation on the Receiving Party with
respect to information that:
(a) was in the Receiving Party's possession before receipt from the
Originating Party;
(b) is or becomes available to the public through no fault of the
Receiving Party;
(c) is received in good faith by the Receiving Party from a third
party and is not subject to an obligation of confidentiality owed to the
third party.
8. The Originating Party warrants that it has the right to make
disclosures under this Agreement.
9. This Agreement does not imply or create any licence in respect of any
patents, designs, copyrights, or confidential information or know how.
10. Neither Party has an obligation under this Agreement to purchase any
service or item from the other Party.
11. Neither Party has an obligation under this Agreement to offer for
sale products using or incorporating confidential information.
12. The Effective Date of this Agreement is the