Agreement on Access to and transfer of Confidential Information related to Genetic Resources

Confidentiality Agreement

between

A and B

a "Party" and collectively the "Parties"

NOW, THEREFORE, the Parties agree as follows:

1. A is prepared to make available to B certain information concerning the Project X (the “Purpose”).

2. Information is "Confidential Information" if it is presented in writing by the disclosing party, and identified as confidential at the time of disclosure, or if it is otherwise presented by the disclosing party, such as orally, visually (including in the form of visits to facilities) or by other medium, and outlined in writing and identified as confidential within thirty (30) days of disclosure. For the avoidance of doubt Confidential Information is either all information that is marked as “confidential” or all information which the receiving Party could reasonably expect to be Confidential Information.

3. B agrees to keep the Confidential Information strictly confidential and will not disclose any Confidential Information to any third party. Besides that, B will use the Confidential Information only to achieve the Purpose of this Agreement and will hold the Confidential Information in strict confidence for a period of ten (10) years after signature of this Agreement.

4. Excepted is information which

1. at the time of disclosure by or on behalf of A is in the public domain;

1. becomes, by publication or otherwise, part of the public domain after disclosure by or on behalf of A, except by breach of the confidentiality obligations hereunder;

1. is independently developed by A without the use of or reliance on any Confidential Information or part thereof.

5. B agrees that the Confidential Information disclosed by A shall remain the sole and exclusive property of A and its affiliates, and upon the request of A, B shall return all Confidential Information.

6. Nothing in this Agreement shall constitute or imply a commitment or binding obligation by either Party to create a business relationship with the other Party.

7. B shall restrict the disclosure of Confidential Information to those employees who need to know the Confidential Information in order to achieve the Purpose. Prior to disclosing Confidential Information to any such employee, B shall ensure that each such employee is under a written, statutory or legal obligation to maintain the confidentiality and that such obligation is at least as strict as the terms under this Agreement.

8. Nothing in this Agreement shall be construed to grant B any right or license under any patent, know-how, trade secret, invention, discovery or improvement of A or its affiliates.

9. B is aware that any breach of the confidentiality obligations under this Agreement may cause a severe damage to A and/or its affiliates and agrees to indemnify and hold harmless A and its affiliates from any damage that may be caused by the breach of the confidentiality obligations.

10. This Agreement constitutes the entire understanding of the Parties relating to the subject matter hereof, and no amendment or modification to this Agreement shall be valid or binding upon the Parties unless made in writing and signed by each Party.

11. B shall be entitled to assign its rights and obligations under this Agreement to any third party without the prior written consent of A. In this Agreement, the term “affiliate” refers to any entity which controls, or is controlled by, or is under common ultimate control with a Party.

12. This Agreement shall be governed by the Laws of […], excluding principles of conflict of Laws and the United Nations Convention on the International Sale of Goods. In the event that disputes, controversies or differences shall arise between the Parties under this Agreement, both Parties shall discuss in good faith.

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A

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B.

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