Propaclabs Confidential Disclosure Agreement (Page 2 of 3) in pdf

Propaclabs Confidential Disclosure Agreement Page 2

Confidential Information to is employees, agents, independent contractors, and third parties only on a

“need to know” basis. When such disclosure is deemed necessary, both parties shall ensure that the

receiving party has signed a confidentiality disclosure agreement prohibiting further disclosure and a

copy of such confidential disclosure agreement shall be provided to the other party, if requested in

writing.

2. neither party will disclose the other’s interest in this Agreement or the fact that the parties are

working together without such party’s prior written consent, except as required by applicable law.

3. no rights or licenses, either expressed or implied, under any patent or under Confidential Information

owned by the disclosing party are granted hereunder by such party to the other.

4. the disclosure of Confidential Information to the receiving party shall not result in any obligation on

the part of either party to enter into any future agreement relating to such Confidential Information, or

to undertake any other obligation not set forth in a written agreement signed by the parties hereto.

5. each party represents and warrants to the other party that it has the right to enter into this Agreement,

and that it is not a party to any other agreement or under any obligation to any third party that would

prevent it from entering into this Agreement.

6. neither party shall assign its rights hereunder without the expressed written consent of the other party.

this Agreement contains all of the representations and agreements between the parties relating to the

Confidential Information.

EXCLUSIONS

The commitments set forth above shall not extend to any portion of the Confidential Information:

1. which is at the time of receipt by either recipient in the public domain; or

2. which through no act on the part of the receiving party becomes information generally available to the

public; or

3. which is disclosed to the recipient by a third party who is not bound by any confidentiality agreement

with the other party to this agreement prohibiting such disclosure; or

Propaclabs Confidential Disclosure Agreement Page 2