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Translation number ...
Postal code, Town
Postal code, Town
in the capacity of Principal, as party of the one part,
15, rue du Diorama
15, rue du Diorama
in the capacity of Translator, as party of the other part.
Basis of agreement
The parties have had discussions regarding a mutual desire to exchange and use only for translation purposes certain technical and managerial information possessed by the parties pertaining to the proposal.
All Proprietary Information which may be exchanged between the parties hereto shall remain the property of the transmitting party and shall be protected by the receiving party in accordance with the following.
All copies of the Proprietary Information made by the receiving party shall be appropriately marked by the receiving party as being proprietary to the transmitting party and shall similarly be protected by the receiving party.
Proprietary Information means technical and managerial information pertaining to the above identified technical and managerial areas and is clearly designated as being proprietary to the transmitting party by an appropriate stramp, legend or notice.
The receiving party will hold only Proprietary Information in confidence for a period of two (2) years from the date the last party signs the agreement (effective date), using the same degree of care in protecting such information as it uses to protect its own Proprietary Information of similar nature.
The receiving party will use such information only for the purposes set forth above and will not disclose the same to any third party.
All information which is not Proprietary information shall be received by the receiving party on a completely non confidential and unrestricted basis.
Notwithstanding the foregoing, Proprietary information shall not be afforded the protection of this agreement and the receiving party shall not be restricted as to its use, disclosure and dissemination:
- after two (2) years from the effective date of this agreement; - if the Proprietary Information is within or later falls within the public domain through no fault of the receiving party; - if the Proprietary Information is known by the receiving party prior to the effective date of this agreement as substantiated by documentation; - if the Proprietary Information is rightfully obtained without restriction by the receiving party from a third party who the receiving party has no reason to believe breached any legal obligation to the transmitting party; - if the Proprietary Information has been or later is disclosed by the transmitting party to others on a non-restricted basis; - if the Proprietary Information is developed independently by employees of the receiving party who have not had access to the Proprietary Information as established by documentary evidence; - if the Proprietary Information is received by the receiving party after written notification to the transmitting party that no further Proprietary Information is desired by the receiving party.
Such Proprietary Information as may be exchanged by the parties under the Agreement shall not constitute any representation, warranty, assurance, guarantee or inducement by either party with respect to infringement of any patent, copyright or other intellectual property right owned or controlled by any third party and nothing in this Agreement shall be construed as a warranty or representation of any kind with respect to the content, accuracy, sufficiency, practicality, performance or adequacy of the information.
Neither this Agreement nor any disclosure of Proprietary Information hereunder shall be construed to grant either party any rights, license or immunity, either directly or by implication, estoppel or otherwise, in or under any pending, issued or after-acquired patents or patent applications or copyrights or other intellectual property rights of the other party except as expressly required for the restricted, recited activities of each party under this agreement.
Upon expiration of said two (2) years time period or immediately upon the accomplishment of the purpose set forth above, whichever first occurs, all documents containing Proprietary Information transmitted pursuant to this agreement and all copies thereof shall be returned to the transmitting party or destroyed, excepting one copy of each document which may be retained solely for record purposes and such return or destruction shall be certified by the returning party.
This agreement shall be interpreted and construed in accordance with the laws of the Canton of Geneva, Switzerland.
Each party agrees that the Proprietary Information furnished under this Agreement will be accepted and used on an "as is" basis. The receiving party will bear all risk and liability for its use of Proprietary Information and will not make any claim or charges against the transmitting party.
This Agreement shall not be construed in any manner to be an obligation to enter into a contract or subcontract or to result in any claim whatsoever by one party against the other for reimbursement of monies for any effort expanded.