nondisclosure agreement this nondisclosure agreement (the” agreement”) is made and entered into as of ___________________ 2017 (the “effect

NONDISCLOSURE AGREEMENT
THIS NONDISCLOSURE AGREEMENT (the” Agreement”) is made and entered
into as of ___________________ 2017 (the “Effective Date”) between Mor
Research Applications Ltd (hereinafter the “Disclosing Party”) and
_________________________ (hereinafter the “Recipient”) (each
individually a “Party” and collectively the “Parties” herein).
1. Background. The Parties intend to engage in discussions and/or
negotiations concerning the possible establishment of potential
business relationships between them, in connection with
a.
Certain information related to
"________________________________________" (hereinafter the ”Purpose”).
In the course of such discussions and negotiations, it is
anticipated that either Party may disclose or deliver to the
Recipient certain confidential technical and business information
which the Disclosing Party desires the Recipient to treat as
confidential. Nothing herein shall obligate either Party to
proceed with any transaction between them, and each Party reserves
the right, in its sole discretion, to terminate the discussions
contemplated by this Agreement concerning the business
opportunity.
2. Confidential Information. “Confidential Information” shall include
but not be limited to all written, visual, electronic or oral
information disclosed to the Recipient by the Disclosing Party, either
directly or indirectly, and shall include without limitation,
products, materials, methods, processes business financial and
technical information, know-how, data, software demonstration
programs, routines, computer systems, techniques, documentation,
designs, procedures, formulas, inventions, clinical and preclinical
results, chemical substance, improvements, concepts, records, files,
memoranda, reports, drawings, plans, price lists, customer lists and
the like. Confidential Information shall not, however, include any
information which:
a.
was publicly known and/or made generally available in the public
domain prior to the time of disclosure by the Disclosing Party;
b.
becomes publicly known and made generally available after
disclosure by the Disclosing Party to the Recipient through no
action or inaction of the Recipient;
c.
is already in the possession of the Recipient (and not under a
duty of nondisclosure) at the time of disclosure by the Disclosing
Party as shown by the Recipient’s files and records immediately
prior to the time of disclosure;
d.
is obtained by the Recipient from a third party without a breach
of such third party’s obligations of confidentiality; or
e.
is independently developed by the Recipient without use, access or
knowledge, either directly or indirectly, of the Disclosing
Party’s Confidential Information, as shown by documents and other
competent evidence in the Recipient’s possession.
3. Non-use and Non-Disclosure. The Recipient agrees not to use any
Confidential Information of the Disclosing Party for any purpose
except for the Purpose. The Recipient agrees not to disclose any
Confidential Information of the Disclosing Party to third parties or
to such party’s employees, except to those employees of the Recipient
who are required to have the information for the Purpose. The
Recipient shall not reverse engineer, disassemble or decompile any
prototypes, software or other tangible objects which embody the
Disclosing Party’s Confidential Information and which are provided to
the Recipient hereunder.
4. Maintenance of Confidentiality. The Recipient shall maintain the
Disclosing Party’s Confidential Information in the strictest
confidence and shall take all necessary measures to protect the
secrecy of and avoid disclosure and unauthorized use of the
Confidential Information of the Disclosing Party. Without limiting the
foregoing, the Recipient shall take those measures that it takes to
protect its own Confidential Information of a like or similar nature,
but not less than a reasonable degree of care, and shall ensure that
its employees who have access to Confidential Information of the
Disclosing Party have signed a non-use and non-disclosure agreement in
content similar to the provisions hereof, prior to any disclosure of
Confidential Information to such employees. The Recipient shall
promptly report to the Disclosing Party actual or suspected violation
of the terms of this Agreement and will take reasonable further steps
requested by the Disclosing Party to prevent, control or remedy any
such violation. Recipient shall not make any copies of the
Confidential Information of the Disclosing Party unless the same are
previously approved in writing by the Disclosing Party. Recipient
shall reproduce Disclosing Party’s proprietary rights and /or
confidentiality notices on any such approved copies, in the same
manner in which such notices were set forth in or on the original.
5.
Proprietary Rights/No License. All Confidential Information and
materials are and shall remain the exclusive property of the
Disclosing Party. Nothing in this Agreement is intended to grant
any rights to Recipient under any patent, mask work right,
copyright, trademark, trade secret or any other intellectual
property right of the Disclosing Party, nor shall this Agreement
grant Recipient any rights in or to the Confidential Information
and materials of the Disclosing Party except as expressly set
forth herein.
5.
Termination. Either Party may terminate this Agreement at any time
upon provision of thirty (30) days prior written notice to the
other Party. Upon termination of this Agreement Recipient shall
promptly return to the Disclosing Party all Confidential
Information which it has received hereunder.
5.
Term. Notwithstanding any termination of this Agreement, the
obligations of the Recipient hereunder shall survive until such
time as all Confidential Information of the Disclosing Party
disclosed hereunder becomes publicly known and made generally
available through no action or inaction of the Recipient.
5.
Remedies. Recipient agrees that any violation or threatened
violation of this Agreement may cause irreparable injury to the
Disclosing Party, entitling the Disclosing Party to seek
injunctive relief in addition to all legal and equitable remedies.
5.
Miscellaneous. This Agreement shall bind and inure to the benefit
of the parties hereto and their successors and assigns. This
Agreement shall be governed by the laws of Israel, without
reference to conflict of laws principles, and the courts of
Tel-Aviv shall have the sole jurisdiction in respect of all
disputes arising between the Parties. This Agreement does not
create any agency or partnership relationship. This Agreement
shall not be assignable or transferable without the prior written
consent of the other Party. This document contains the entire
agreement between the parties with respect to the subject matter
hereof. Any failure to enforce any provision of this Agreement
shall not constitute a waiver thereof or of any other provision.
This Agreement may not be amended or modified, nor any obligation
waived, except by a written document signed by both parties
hereto.
IN WITNESS WHEREOF, the Parties hereto, each acting under due and
proper authority, have executed this Agreement as of the Effective
Date first written above.
Recipient
Disclosing Party
By:
By:
MOR

  • NA OSNOVI 18 ČLENA ZAKONA O JAVNIH FINANCAH (URADNI
  • HIRING POLICY BOARD OF DIRECTORS REVISION DATES 3302007 4162010
  • ANALIZAR UNA SECUENCIA DE NÚMEROS RETORNANDO LA ACUMULACIÓN DE
  • LE BO PROGRAMMES N°3 27 AVRIL 2006 S P
  • RCT DOMESTIC ABUSE SERVICES JOB DESCRIPTION JOB TITLE FAMILY
  • BADWATER TURNS 25 THROUGH THE YEARS WITH THE WORLD’S
  • SPORTS MEDICINE INTERNSHIP INFORMATION SHEET NAME EMAIL YEAR FIRST
  • ZAMÓWIENIE NA USŁUGI SPOŁECZNE O WARTOŚCI MNIEJSZEJ NIŻ KWOTY
  • (WYPEŁNIA KOMISJA BIOETYCZNA) DATA ZŁOŻENIA NR AKT
  • THE 80386 MICROPROCESSORS INTRODUCTION THE 80386 MICROPROCESSOR IS
  • BUCKLANDS END LANE SURGERY REPORT FOR PATIENT PARTICIPATION DES
  • FOR RELEASE IMMEDIATELY CONTACT ANNMARIE LIBRESCU 7146284745 LIBRESCUANNMARIESCCOLLEGEEDU SPONSORS
  • KERANGKA ACUAN KEGIATAN ( KAK ) FORUM DISKUSI (
  • RAFAŁ PIOTROWSKI UR 19670806 ADRES 30409 KRAKÓW UL BUŁGARSKA
  • GOING MY WAY? OR NOTES ON GETTING IN CARS
  • PRESS RELEASE DORNBIRN OCTOBER 2011 EMERGENCY LIGHTING IS AN
  • CONSERVATION REVIEW BOARD RE THE CORPORATION OF THE
  • SREDNJA ŠOLA KARIERNA MAPA – REFERAT ŠOLSKO LETO
  • DIPLOMADO EN ARTE EN CREACIÓN GRÁFICA OBJETIVOS ESTE PROGRAMA
  • LA REVISTA ‘TRABAJOS DE ARQUEOLOGÍA NAVARRA’ DEDICA SU ÚLTIMO
  •   TÍTULO CONTRATACIÓN DE SUMINISTRO DE ENERGÍA ELÉCTRICA
  • GENERAL FORM OF PRETRIAL ORDER COUNSEL SUBMITTING AND UTAH
  • Mis534 – Information Security Management Topic Paper Grading Rubric
  • INFORMACIÓN GENERAL PEDIR CITA PREVIA UNIDADES Y
  • UCR BOARD MINUTES 616&1709 EXHIBIT A QUESTIONS FOR THE
  • ADJUSTMENT SOURCE ID 23XXXX (LPI TO INSERT) INSERT
  • DATED 201 BOROUGH COUNCILDISTRICT COUNCIL (LOCAL PLANNING AUTHORITY)
  • PUBLIC KEY INFRASTRUCTURE FOR EGOVERNMENT IN ICELAND IN NOVEMBER
  • UNIVERSIDAD DE CHILE ESCUELA DE PERIODISMO PROGRAMA DE CURSO
  • ……20… TC ESKİŞEHİR TEKNİK ÜNİVERSİTESİ MİMARLIK VE TASARIM FAKÜLTESİ