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NDA_Model.md

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CONFIDENTIAL DISCLOSURE AGREEMENT

WHEREAS, _________________ ("COMPANY"), having its principal place of business in ________________, __, has certain confidential information relating to its business and operations ("INFORMATION"), and desires to disclose the same to Universitat de Barcelona ("RECIPIENT") having a principal place of business in Barcelona, and;

WHEREAS, the RECIPIENT is interested in receiving the INFORMATION for study by its student(s) ______________, _____________, _____________ in furtherance of RECIPIENT’S educational mission and the named students’ Master Thesis (“PROJECT”).

NOW, THEREFORE, the parties hereby agree to the following terms and conditions:

  1. COMPANY shall disclose the INFORMATION to the RECIPIENT in sufficient detail to enable the RECIPIENT to fully evaluate the same for the purpose of the PROJECT.
  2. The RECIPIENT agrees, for a period of two (2) years from the date hereof, that it will handle the INFORMATION with reasonable care to avoid disclosure of the INFORMATION to any other person, firm or corporation, and that the RECIPIENT shall be liable for unauthorized disclosure or failure to exercise such reasonable care.
  3. The RECIPIENT shall have no obligation, with respect to the INFORMATION, or any part thereof, which: a) is already known to the RECIPIENT at the time of the disclosure from a source independent of COMPANY;
    b) becomes publicly known without the wrongful act or breach of this agreement by the RECIPIENT; c) is rightfully received by the RECIPIENT from a third party on a nonconfidential basis; or d) is approved for release by written authorization of the COMPANY.
  4. INFORMATION is disclosed to RECIPIENT for educational purposes only. No license or additional rights are provided to RECIPIENT under any patent applications, copyrights, trademarks, trade secrets, or other proprietary rights of COMPANY. In particular, the RECIPIENT shall not be entitled to make any commercial use of the INFORMATION.
  5. COMPANY understands and agrees that RECIPIENT will prepare one or more papers, reports or presentations relating to the PROJECT (each a “DOCUMENT”). RECIPIENT agrees it will submit each DOCUMENT, in final form, to COMPANY for review prior to disclosing, disseminating, presenting or publication to any third party or to the public in any manner. To the extent any such DOCUMENT contains Proprietary Information, as COMPANY may determine in its discretion, RECIPIENT agrees to remove the Proprietary Information from DOCUMENT prior to any publication, disclosure, dissemination or presentation to a third party.
  6. RECIPIENT agrees to return to COMPANY all written information received hereunder upon completion of its use.
  7. This Agreement shall be governed by and construed in accordance with the laws of the Barcelona, without giving effect to any principles of conflicts of law. Each of the parties submits to the exclusive jurisdiction of the state courts in Brcelona for the purposes of any suit, action or other proceeding related to or arising out of this Agreement.

IN WITNESS WHEREOF, the parties have signed or caused this agreement to be signed as of the dates indicated below.

COMPANY:

By: ________________________

Name:

Title:

Date signed: _________________

RECIPIENT:

By: ________________________

Name:

Title:

Date signed: _________________

STUDENT:

By:__________________________

Name:

Date: _________________