English
- Definitions. “Confidential Information” means (a) the existence and terms of this Agreement; (b) the existence and content of the parties’ discussions regarding the Purpose; and (c) any non-public information regarding a party or its business or proprietary technology that (i) such party has designated as confidential or (ii) a reasonable person should understand to be confidential. For all purposes of this Agreement, with respect to any disclosure of Confidential Information under this Agreement, the party making the disclosure shall be the “Disclosing Party” and the party receiving the disclosure shall be the “Receiving Party”.
- Exclusions. Confidential Information does not include information that:
- at the time of its disclosure under this Agreement, already was in the public domain;
- at the time of its disclosure under this Agreement, already was lawfully possessed by the Receiving Party or any of its affiliates, without any confidentiality obligation to a third party;
- after the time of its disclosure under this Agreement, entered the public domain other than as a result of a breach of this Agreement by the Receiving Party; or
- is required to be disclosed by the Receiving Party or any of its affiliates under applicable law, rule or regulation.
- Disclosing Party Obligations. The Disclosing Party, for all information it seeks to protect under this Agreement, shall use reasonable efforts to (a) mark tangible information as “Confidential” and (b) promptly (and, in any event, within thirty days) reduce and deliver to the other party in tangible form information initially communicated orally.
- Receiving Party Obligations. The Receiving Party shall:
- hold all Confidential Information in strictest confidence, using at least the same level of care to prohibit disclosure and/or unauthorized use of Confidential Information as the Receiving Party uses to protect its own confidential information, and, in any event, at least reasonable care;
- not disclose any Confidential Information to any third party other than an affiliate;
- use Confidential Information only in connection with the Purpose;
- not attempt to determine the constituents of any samples of tangible Confidential Information; and
- limit access to Confidential Information to only those directors, officers, employees, consultants and contractors who need to know Confidential Information to fulfil the Purpose.
Any failure by any director, officer, employee, consultant, contractor or other agent of the Receiving Party or any of its affiliates to fulfil the Receiving Party’s obligations under this Section 4 shall constitute a breach of this Agreement by the Receiving Party. - Return of Confidential Information. The Receiving Party shall, upon written request of the Disclosing Party, (a) return all Confidential Information, including all copies thereof, received from the Disclsoing Party hereunder and (b) certify in writing that it has destroyed all internal documents that incorporate or otherwise contain any Confidential Information; provided, that the Receiving Party (x) may, solely for the purpose of monitoring compliance with this Agreement, retain in its confidential legal files one copy of all Confidential Information received from the Disclsoing Party hereunder and (y) shall not be required to expunge Confidential Information stored on routinely overwritten back-up servers.
- General.
- Term. Unless otherwise agreed in writing by the parties, this Agreement shall expire on the first anniversary of the Effective Date. At any time prior to such expiration, either party may terminate this Agreement upon thirty days’ advance written notice to the other party. The obligations set forth in Section 4 shall survive the expiration or termination of this Agreement until the sixth anniversary of the Effective Date.
- Independent Parties. Nothing in this Agreement shall create or be deemed to create a joint venture, partnership, employment relationship or agency relationship between the parties, and neither party shall have the power or authority to bind the other to any contract or obligation.
- No Intellectual Property Rights. This Agreement does not grant any person or entity any right, title or interest in or to any patent, patent application, trademark, utility model, copyright, trade secret, license or other intellectual property right owned or controlled by any other person or entity anywhere in the world.
- Notices. All notices and other communications under this Agreement shall be in writing, in English, and shall be deemed to have been duly given (i) on the date delivered by hand or (ii) upon confirmation of delivery by courier service. Notices to Beckman Coulter, Inc. shall be addressed as follows:
Beckman Coulter, Inc.
250 S. Kraemer Blvd.
Brea, CA 92821
Attn: General Counsel
The Receiving Party shall give the Disclosing Party written notice prior to any disclosure pursuant to the preceding clause (d).
