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Confidentiality Agreement

A confidentiality agreement is a contract that governs the processing of sensitive information by two or more parties. Although they can be found in a variety of contexts, these agreements have proved to be essential in the world of businesses and nongovernmental organisations.

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ID number: 8504
Language: English
Type: Contract
Jurisdiction: EU | Italy
Published: 28.12.2021

Magilex gives you access to 100+ high-quality legal templates as well as examples of various contract clauses drafted and reviewed by experiences lawyers.

Confidentiality Agreement


This confidentiality agreement (hereinafter “Confidentiality Agreement“) is entered into between:

A) ___, and

B) ___ who has signed this Confidentiality Agreement in his  capacity as researcher ___

(hereinafter also, each individually, “Party”, and jointly, “Parties”).

1. Purpose. In order to ___, the Parties must exchange  information of a confidential nature (“Confidential Information” as defined in Article 2 below) and would  like to ensure that it remains confidential. Each Party may, as the project progresses, provide technical or  commercial information to the other Party and they may want this information to be treated as confidential  under the terms and conditions set out below, OR ___ may have previously signed a  contract for the provision of professional work so that ___ supports ___ in  drafting ___ (hereinafter referred to as the “Project“).

2.”Confidential Information”. “Confidential Information” includes any information, and/or documentation,  and/or material and/or instrument and/or research and development program provided by either Party, or  furthermore acquired by one of the Parties, directly or indirectly, by any means (for example, paper copies or  electronic form), clearly declared as “confidential”, “proprietary”, or similar phraseology that indicates the  privileged and/or confidential nature of the information. The confidential nature of the information may also  regard studies and analyses prepared by one Party, on the basis of Confidential Information provided by the  other Party. All oral information must be treated as confidential, as must any information regarding any third  party. Information that does not qualify as Confidential Information includes information that: (I) was in the public domain prior to the transfer of the same information from one Party to the other or information that  has become publicly available without violating this Confidentiality Agreement; (II) has become available  after being published by one Party to the other for reasons not attributable to the receiving Party; (III) was available to the receiving Party prior to the communication, as can be demonstrated by the date of  communication on previous documents; (IV) is legitimately obtained by one of the Parties from a third party  who has no obligation of confidentiality; (V) was developed independently by the receiving Party without  use or reference to information from the communicating Party, as can be demonstrated by documents and  other evidence in possession of the receiving Party; or (VI) was delivered by one Party to a Judicial or  Administrative Authority in compliance with laws or regulations, or as required by the same Judicial or Administrative Authority, in which case the receiving Party shall promptly notify the communicating Party,  in writing, prior to such disclosure or, if this is not possible, immediately following the disclosure of the  information, as well as the method of disclosure in such a way as to limit its dissemination as much as  possible.

3. Non-use and non-disclosure. Each Party agrees not to use the Confidential Information for purposes  other than those allowed in paragraph 1 above, either directly and/or indirectly. Each Party agrees to not  disclose Confidential Information to third parties or employees and/or different types of third party co workers, except when these third parties or their employees and/or different types of third party co-workers  are directly involved in the analysis of the project or as consultants to a Party. If it is mandatory that a third  party be involved in carrying out any of the activities listed above in paragraph 1, the Party requesting this  involvement must require these third parties to sign a confidentiality agreement with content that reflects the  obligations of and is similar to this Confidentiality Agreement. Employees and/or co-workers of either Party and/or employees and/or co-workers of audit companies responsible for auditing financial statements of  either Party are not considered third parties. The receiving Party has the right to disclose Confidential  Information to its consultants. If there is unlawful disclosure of Confidential Information by these  consultants, or by members of the governing bodies of each of the Parties, the liability for damages will be  the responsibility of the receiving Party.

4. Maintaining Confidentiality. Each Party will take reasonable measures to protect the confidentiality of  and prevent the dissemination of Confidential Information received under the terms of this Confidentiality Agreement. When handling Confidential Information received from the other Party, each Party should use  the same means they use for their own confidential documents and ensure that all persons who have access to  the Confidential Information are bound to confidentiality. Each Party must assess, through normal standards  of reason and diligence, which must be measured based on the nature and type of information processed  and/or received, the methods used for the protection of the confidentiality of restricted and sensitive  information. If this assessment reveals that the methods used for the protection of Confidential Information  are inadequate for the nature and type of information received and processed, the Party will be required to  take measures that, according to normal standards of reason and diligence, are sufficient to safeguard the  confidentiality of the type of information received. Failure to do so will result in liability for all damages caused to the other Party, as a result of the disclosure of Confidential Information received by the other  Party.

5. Limitations. Neither obligation nor commitment nor right, even of an additional pre-contractual nature,  with respect to what is contained in this Confidentiality Agreement arises on either Party, as a result of signing this Confidentiality Agreement, with respect to agreements for the completion of the Project. Where  each Party has the right to unilaterally terminate the analysis of the Project at their own discretion, the Parties  continue to be required to respect the terms and conditions of this Confidentiality Agreement with respect to  any Confidential Information acquired during execution of the tasks described in paragraph 1 above for a  period equal to ___, effective from the date of signing of this Confidentiality Agreement. No additional  obligation may arise from this Confidentiality Agreement for the Parties as a result of the termination of  assignments related to the Project.

6. Invalidity. The declaration of nullity or invalidity of one or more provisions contained in this  Confidentiality Agreement does not determine the invalidity or nullity of the Confidentiality Agreement as a  whole or of the remaining provisions contained herein, which must be interpreted in such a way as to yield  economic and substantial effects similar as much as possible to those arising from the original text of the  Confidentiality Agreement.

7. Return of materials. All Confidential Information communicated by one Party to the other, in any  material form, and all copies owned by the other Party, remain property of the communicating Party and  must be returned or destroyed promptly upon written request from the communicating Party. Nevertheless,  the obligation to preserve the confidentiality of the content as stated in the last part of paragraph 5 above  remains binding.

8. Amendments. Any amendment to this Confidentiality Agreement must be made in writing and be  approved by appropriate undersigning by both Parties.

9. Term. The duration of this Confidentiality Agreement is of ___ months from the date of its  undersigning by both Parties.

10. Remedies. Each Party acknowledges that every violation of the provisions contained in this Confidentiality Agreement may cause irreparable damage to the other Party, reserving the right to claim  monetary reparation, and any other legal remedy provided for from time to time by current regulation.

11. Privacy. The treatment of any personal and sensitive data included in this Confidentiality Agreement  shall be in compliance with the Italian Legislative Decree no. 196 dated 30/06/2003, (the “Italian Code for  the Protection of Personal Data”) and its subsequent amendments.

12. Applicable Law and Jurisdiction. This Confidentiality Agreement has been written in compliance and  must be interpreted in accordance with Italian law. The Judicial Court of Florence will preside over any  dispute regarding this Confidentiality Agreement, including any disputes concerning its validity. This  document constitutes the complete agreement between the Parties with respect to Confidential Information.  The Parties acknowledge and agree to the terms and conditions contained in this Confidentiality Agreement,  as evidenced by the signatures appearing below.


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