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Standard Non-Disclosure Agreement (NDA) - b-science.net

  • Non-Disclosure Agreement (NDA) - standard version from 2019-08-14

  • between
    Party 1, Name and Address:
    ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
    (hereinafter _________________________________)

    and
    Party 2, Name and Address:
    ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
    (hereinafter _________________________________)

    In the following, _________________________________ and
    _________________________________ shall be referred to individually as Party or together as Parties.
  • I. Preamble

  • 1. The intention of the Parties who sign this NDA is to discuss projects and potential applications within the field of batteries. This NDA shall govern the Parties’ use of disclosed information.
  • 2. Further specifics of a Collaboration between the Parties may be established by means of a separate contract.
  • 3. Each Party confirms that it has made no modifications to this NDA in sections I to IX, compared to the standard version of this document from 2019-08-14, as published on b-science.net.
  • II. Definitions

  • 1. Discussions designates all contacts between the Parties within the framework of this NDA, such as conversations, e-mail exchanges, meetings in person or other data exchanges.
  • 2. Collaboration refers to projects, mandates, contracts or other forms of Collaboration resulting from Discussions.
  • 3. Thematic Area refers to the subject regarding which the Parties exchange information within the framework of this NDA. The Thematic Area shall be: energy storage, including corresponding precursor materials and applications.
  • 4. Staff are all those persons who are either formally employed by, or who work for one of the Parties in another capacity (e.g. students, doctoral candidates, guest scientists, interns, consultants, etc.).
  • 5. Confidential Information designates all information, know-how, including technical, business and operational secrets, which are disclosed to the receiving Party by the disclosing Party orally or in writing. Written Confidential Information shall be marked ‘confidential’. Orally disclosed Confidential Information has to be confirmed in writing as being confidential within ten (10) days after disclosure.
  • III. Confidentiality Obligation / Use of Confidential Information

  • 1. The contents of this NDA are confidential. It may not be forwarded to any third party without the other Party’s consent.
  • 2. The confidentiality obligation means that the receiving Party shall handle and store with due care Confidential Information disclosed by the disclosing Party and:

    a) may provide it only to those Staff who require access to the Confidential Information in order to fulfil their duties in connection with the Discussions and Collaboration and who are obliged to respect confidentiality obligations because of the conditions of their employment;

    b) may not distribute it outside the area in which it is subject to their supervision and may neither publish it nor otherwise disclose it to third parties without the written authorization of the disclosing Party;

    c) shall use it only within the scope of the Collaboration, not for other research & development projects or other purposes that do not relate to the Collaboration.
  • 3. Neither Party is obliged to disclose any information to the other Party, or to enter into a further Collaboration.
  • 4. The receiving Party undertakes to immediately return all Confidential Information (e.g. documents, plans, drawings, exemplars, models, prototypes, specifications, computer software, etc.) received from the disclosing Party if requested to do so in writing by the disclosing Party. If mandated by law or by other regulations Parties are obliged to follow, Confidential Information may be stored by the receiving Party strictly for documentation purposes within the documentation time frame specified by the relevant mandate.
  • 5. The Confidential Information shall remain the property of the disclosing Party. Nothing in this NDA shall be construed as granting to the receiving Party any license or right of any kind with respect to the Confidential Information or any intellectual property of the disclosing Party.
  • IV. Exceptions

  • 1. The obligations imposed on the receiving Party by this NDA shall not apply to any Confidential Information or portion thereof disclosed by the disclosing Party for which the receiving Party is able to prove that:

    a) it was in the public domain or public knowledge at the time it was transmitted to the receiving Party;

    b) it later fell into the public domain or public knowledge for reasons other than an action or omission attributable to the receiving Party that is a breach of this NDA;

    c) it was already in the receiving Party’s possession, without any limitation regarding its disclosure at the time it was transmitted to the receiving Party by the disclosing Party, provided that such prior possession is supported by written evidence;

    d) it was obtained in good faith and without any commitment relating to confidentiality from a third party entitled to disclose it;

    e) it is or was independently developed by the receiving Party without use of Confidential Information of the disclosing Party.
  • 2. Confidentiality obligations shall not apply to any portion of Confidential Information required to be disclosed as a result of a court order or pursuant to a government action, provided that the receiving Party shall inform the disclosing Party of any such order or action to give the disclosing Party the opportunity to request a protective order.
  • V. Warranty and Liability

  • All Confidential Information is provided on an as is basis, and all warranties, express or implied, pertaining in particular to, but not limited to, accuracy, fitness for a particular purpose, non-infringement of any patent or other intellectual property rights, are hereby disclaimed.
  • VI. Duration and Termination

  • 1. This NDA enters into force once it is signed by the Parties and ends three (3) years after it entered into force. This NDA can be terminated at any time by one of the Parties, provided notice is given in writing, thirty (30) days in advance to the other Party.
  • 2. The confidentiality obligation of the receiving Party with regard to Confidential Information disclosed before termination of this NDA shall remain in effect for a further three (3) years after termination of this NDA.
  • VII. Amendments

  • Amendments to this NDA and legally relevant correspondence shall be in writing.
  • VIII. Severability Clause

  • 1. Should individual provisions of this NDA be invalid, in whole or in part, then the validity of the remaining provisions shall remain unaffected.
  • 2. The Parties shall be mutually obliged to replace invalid provisions with legally applicable provisions which conform to the greatest possible extent to the sense and purpose of the present NDA.
  • IX. Applicable Law and Court of Jurisdiction

  • If Parties are based in the same country:
  • 1. This NDA shall be governed by national law in which both Parties reside, without regard to principles of conflict of laws therein.
  • 2. Parties agree to resolve conflicts between themselves in an amicable manner whenever possible.
  • 3. If both Parties agree, one conflict arbitrator approved by both Parties will make the final decision regarding resolution of any conflict.
  • 4. Upon request by any Party before entering conflict arbitration, the case shall be brought forward to the court of jurisdiction of the capital of their home country. If both Parties are based in the same local administrative entity (such as a Canton, State, Prefecture, etc.) and if both Parties agree, the court of jurisdiction may be moved to the capital of their administrative entity.
  • If Parties are based in different countries:
  • 1. This NDA shall be governed by Swiss law, without regard to principles of conflict of laws therein.
  • 2. Parties agree to resolve conflicts between themselves in an amicable manner whenever possible.
  • 3. If both Parties agree, any conflict shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The seat of arbitration shall be the city of Zurich, Switzerland. The arbitration proceedings shall be conducted in English.
  • 4. Upon request by any Party before entering conflict arbitration, the case shall be brought forward to the court of jurisdiction of the city of Zurich, Switzerland, which is the exclusive place of jurisdiction.
  • This Non-Disclosure Agreement (NDA) is executed in two originals and duly signed by the authorized representatives of the Parties hereto:

    Party 1:

    Place/Date:

    Signature:

    Name:

    Function:

    Organization:

    Party 2:

    Place/Date:

    Signature:

    Name:

    Function:

    Organization: