-CONFIDENTIAL-

Secrecy Agreement
 (bilateral)

Between (Name and Address of the Partner) 
– hereinafter referred to as “PARTNER” –

and 

and UniversitätsKlinikum, Im Neuenheimer Feld 672, in particular the Department of XXX, Scientist, address, 69120 Heidelberg, Germany 
– hereinafter referred to as "CLINIC" –

WHEREAS, both parties are interested in disclosing certain information regarding

Subject

(the "Information");

and

WHEREAS, the receiving party will evaluate the Information in the context of (purpose)

WHEREAS, disclosing party is willing to make the Information available to the receiving party under the following terms and conditions:

NOW, THEREFORE, the parties hereto agree as follows: 

1.	For a period of five (5) years from the date of disclosure, both parties undertake to keep secret and confidential, to withhold from third parties and not to use for any purposes other than the parties' co-operation as described in the recitals any and all Confidential Information as hereinafter defined and received from the other party, unless the parties shall have agreed otherwise in writing. 

2.	"Confidential Information" will be considered as (i) all Information disclosed in writing and identified as confidential, or (ii) all Information disclosed orally and confirmed in writing within thirty (30) days from its disclosure and identified as confidential. Confidential Information shall include but not be limited to any information regarding materials, samples, models, specifications, formulae, data, designs, know-how, inventions, apparatus, methods, techniques, drawings, recipes, methods of manufacture, accounting, both of commercial and technical character.
3.	The foregoing obligation shall not apply to Information as can be proven by the receiving party

(a)	to have been of public knowledge at the date of disclosure by disclosing party to the receiving party,

(b)	to have been in the possession of the receiving party prior to such disclosure by the disclosing party as shown by prior written records,

(c)	to have become of public knowledge after such disclosure by the disclosing party through no default or omission of the receiving party, and / or

(d)	Confidential Information which was received by the receiving party from any third party without any obligation to either party of this Agreement

(e)	Confidential Information which is or was developed by the receiving party independently hereof

4.	Disclosures made to the receiving party which are specific shall not be deemed to be within the exceptions mentioned in Article 3 a) to e) merely because they are embraced by general disclosures which are within such exceptions. In addition, any combination of features shall only be deemed to be within such exceptions if the combination as such is within such exceptions.

5.	If Confidential Information is required to be disclosed by any judicial order or decree or any governmental law or regulation, an appropriate and timely notice thereof shall be given by the receiving party, so as to allow the disclosing party the opportunity to obtain an appropriate protection from the relevant governmental or judicial entity.

6.	The receiving party shall limit the access to Confidential Information to such representatives, persons or employees who have to be informed thereof within the scope of the parties' co-operation and who have either by means of their consulting or employment contract or by a separate secrecy undertaking accepted to be subject to an obligation similar to that set forth in this Secrecy Agreement, which shall be, as far as legally possible, effective during as well as after the period of their engagement or employment by the receiving party.

7.	The disclosure of any Confidential Information hereunder shall not be construed as granting of any rights or licenses for any purpose nor shall it be implied or construed to create any future obligation to grant such rights or licenses. 

8. 	The receiving party agrees to destroy all Confidential Information in case the receiving party decides not to enter into further negotiations except for one (1) record copy of the Confidential Information in written form which the receiving party may retain in its legal file solely for the purpose of determining its obligations hereunder. 

9.	This Agreement is subject to the laws of the Federal Republic of Germany. Place of jurisdiction is Heidelberg, Federal Republic of Germany.

2 Originals – 1 X PARTNER, 1 CLINIC, 1 Scientist

__________________, dated 31/08/2012	__________________, dated 31/08/2012	
__________________	Universität Heidelberg, Abteilung 1.4 Justitiariat, Im Neuenheimer Feld 672, 69120 Heidelberg, Germany	

______________________________	

_________________________________	

Name and title	
Mrs. Irmtraut Gürkan	

______________________________	

Scientist