CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT, effective as of the last signature hereunder is made by and between 
•	____________________, a ____________limited liability company  with principal office at ________________________, (”______________”)
•	University of Pisa, legally represented by_________________, with principal office  at Lung.no Pacinotti n. 43-44, 56126 Pisa ( “University”) 
•	the Authors of the invention titled: “______________________________________”
-	Prof. ____________
-	Dott. ____________________________ 

with respect to the disclosure by _________ and the Authors to each other of certain confidential information. Such information is to be disclosed for the sole purpose of permitting ___________ and the Authors to evaluate a potential collaboration in connection with a possible business relationship relating to ________________ between ____________ and the Authors (“Purpose”).
1	Definitions
“Affiliated Companies” shall mean any legal entity Controlling one of the Parties, being under common Control with one of the Parties or being Controlled by one of the Parties. 
“Control” shall mean the ability to direct the affairs of the controlled entity by ownership of the majority of shares or voting rights.
”Confidential Information” shall mean any agreements, financial information, reports, forecasts, analyses, compilations, statistics, summaries, studies, assay specifications, technical product and marketing data, trade secrets, ideas and other materials or information, or any materials based thereon, whether written or oral, concerning the Disclosing Party or the possible business relationship. By way of example, Confidential Information shall include information obtained from review of the Disclosing Party’s property, products or processes or from discussions with the Disclosing Party’s Representatives by the Receiving Party or its Representatives, irrespective of the form of communication. Any information that is transmitted orally or visually, in order to be Confidential Information subject to this Agreement, shall be identified as such by the Disclosing Party at the time of disclosure. Any written information that is transmitted shall be considered confidential. 	
Confidential Information shall not include such information which (i) is or becomes generally available to the public other than as a result of disclosure thereof by the Receiving Party or its Representatives, or (ii) become available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party) which is not prohibited from disclosing such information or (iii) can be proved to have been in the possession of the Receiving Party at the time of disclosure, or (iv) is proven to be independently developed by the Receiving Party without reference to or reliance upon the disclosed Confidential Information.
”Representatives” shall mean any directors, officers, employees, agents, attorneys, accountants, consultants, advisors, and other representatives and potential financing sources of the respective Party.
2	Confidentiality
(a)	Confidential Information furnished directly or indirectly by ____________ or XXX (the ”Disclosing Party”, as the case may be) to the other party (the ”Receiving Party”) or its Representatives shall be kept strictly confidential and shall not, without the Disclosing Party’s express prior written consent, be disclosed by the Receiving Party or its Representatives in any matter whatsoever, in whole or in part, and shall not be used, developed, copied, modified, adapted, analyzed or otherwise exploited by the Receiving Party or its Representatives other than in connection with and solely for the Purpose referred to above.
(b)	The Receiving Party agrees to reveal Confidential Information only to Representatives, who need to know the Confidential Information for the Purpose, who are informed by the Receiving Party of the confidential nature of the Confidential Information, and who shall agree to act in accordance with the terms and conditions of this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. It also agrees to take all reasonable precautions necessary to safeguard the Confidential Information from disclosure to any person or entity other than its Representatives.
(c)	Disclosure to Affiliated Companies shall be permitted under the same restrictions as stipulated in Clause 2 a.). 
(d)	Without the Disclosing Party’s prior written consent, neither the Receiving Party nor its Representatives shall disclose to any person or entity the fact that Confidential Information has been made available, the existence of discussions concerning a possible business relationship between the parties, or any of the terms, conditions, or other facts with respect to any such possible business relationship including the status thereof.
(e)	In the event the Receiving Party is required to disclose the subject matter and content of this Agreement, the negotiations regarding the Project referred to above, or the Confidential Information in whole or in part based on a legal provision, judgement or other binding official decision or decree (hereinafter “Disclosure by Law”) the Receiving Party agrees (i) to notify the Disclosing Party in writing immediately and to inform the Disclosing Party of its intentions as soon as possible prior to Disclosure by Law as to enable the Disclosing Party to take legal action, if necessary to maintain the protection of its Confidential Information; and (ii) to support the Disclosing Party in all actions to maintain the protection of Confidential Information and to systematically notify the Disclosing Party prior to each response and generally take all reasonable actions to preserve protection of the Confidential Information pursuant to the provision of this Agreement.
3	Indemnification
(a)	The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that would result to the Disclosing Party if information contained therein is disclosed to any third party, pecuniary indemnification for damages would not be a sufficient remedy for any breach of this Agreement and that, in addition to all other remedies, the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.
(b)	Confidential Information is provided in good faith, but each party understands and acknowledges that no warranties, indemnities, guarantees or representations, express or implied, are made with respect to correctness or validity of any information disclosed to it under or in connection with this Agreement.
4	Transfer of Rights
No licenses, construction licenses, use, copy rights to documents and information or other rights of any kind, particularly warranty rights, may be derived from this Agreement and from the disclosure of technical information to the Receiving Party, regardless whether or not property rights exist to such information.
5	Effective Date/ Termination
(a)	This Agreement becomes effective on the date it is signed by both parties.
(b)	It shall continue for a period of ____________years, unless either party terminates the Agreement by written notice in case that the business relationship has ended or has been terminated or the preliminary negotiations have failed.  The obligation of confidentiality with regard to Confidential Information shall survive any termination or expiry of this Agreement for a period of further _____________years. 
(c)	If and when the Agreement has expired or has been terminated, and at any other time upon the Disclosing Party’s written request, all copies of Confidential Information as well as notes, summaries or such like of Confidential Information shall immediately be returned to the Disclosing Party or shall be destroyed at the Disclosing Party’s discretion. Return or destruction shall be effected within four (4) weeks of receipt of request or termination.  Nothing in this Agreement shall be construed to confer a right of retention to the Receiving Party.  Solely for the purpose of verifying compliance with this Agreement, one (1) copy of the written materials may be retained by the Receiving Party. 
6	Miscellaneous
(a)	The parties are aware that the violation of business secrets is liable to prosecution and is punishable in accordance with  civil and criminal sanctions, as they are provided for by the Italian law. 
(b)	Nothing in this Agreement or its execution shall constitute an obligation on either party to enter into the discussed business relationship.
(c)	The Receiving Party agrees that if it is held by any court of competent jurisdiction to be in violation, breach, or non-performance of any of the terms of this Agreement, then it shall pay all of the Disclosing Party’s costs of such action or suit, including reasonable attorney’s fees.
(d)	This Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties covering the subject matter hereof, supersedes all prior agreements and understandings concerning such subject matter, whether oral or written.
(e)	Amendments or additions hereto shall only be valid if in writing and duly executed by an authorized representative of each party. The above shall also apply for amendments of this written form clause or a waiver of the requirement of written form.
(f)	This Agreement shall apply for legal successors of the parties as well. The parties hereby agree to impose the obligations under this Agreement on possible functional successors in such a manner that the respective other party can assert its rights under this Agreement against functional successors as well.
(g)	This Agreement shall be construed under, governed by and interpreted in accordance with the Italian laws under exclusion of its rules relating to conflict of laws. The Parties irrevocably submit to the exclusive jurisdiction of the competent courts at University of Pisa registered place of business.
(h)	If a provision of this Agreement is or becomes invalid, the legal validity of the remaining provisions hereof shall remain unaffected. The parties shall replace the invalid provision by a valid and enforceable provision which most closely approximates the economic intent of the parties. The above shall also apply in the event of an omission or gap.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their authorized representatives as of the date set forth above.

University of Pisa, 
legally represented by Rector 	

Prof. _____________________	

_________________________________
( Name, Position)

Dott. __________________

	
Date