-CONFIDENTIAL-

Secrecy Agreement

Between Recipient 
– hereinafter referred to as “PARTNER” –

and Clinical Centre of Heidelberg represented in law by its Commercial Director Ms. Irmtraut Gürkan, Im Neuenheimer Feld 672, 69120 Heidelberg on behalf of the Ruprecht-Karls-University Heidelberg, Faculty of Medicine, having an address at Im Neuenheimer Feld 672, 69120 Heidelberg, Federal Republic of Germany

– hereinafter referred to as "UNIVERSITY" –

WHEREAS, PARTNER is interested in being supplied with certain information from UNIVERSITY SCIENTISTS
(The "Information");
and

WHEREAS, the PARTNER will evaluate the Information received with a view to a future co-operation between the parties on the technology revealed in the Information from UNIVERSITY – in different fields.

WHEREAS, the disclosure of the Information is of considerable commercial value to the PARTNER; and

WHEREAS, UNIVERSITY is willing to make the Information available to the PARTNER 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, PARTNER undertakes to keep secret and confidential, to withhold from third parties and not to use for any purposes other than the evaluation of the parties' co-operation as described in the recitals any and all Confidential Information as hereinafter defined and received from UNIVERSITY, unless the parties shall have agreed otherwise in writing. 

PARTNER may disclose Confidential Information to any of its affiliates only upon written consent by UNIVERSITY and after the affiliate has entered into a secrecy agreement with UNIVERSITY which contains identical secrecy obligations as set forth in this agreement.

1.	"Confidential Information" means (i) all Information disclosed to the PARTNER and (ii) all Information which is part of the PARTNER's own observations in evaluation of the Confidential Information received and which by its substance is obviously of confidential nature, and (iii) the mere fact of this Agreement as well as a potential future co-operation between the parties in the field described in the recitals. 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. Information expressly marked as confidential shall be deemed to constitute Confidential Information.

3.	The foregoing obligation shall not apply to Information as can be proven by the PARTNER

a.	to have been of public knowledge at the date of disclosure by UNIVERSITY to the PARTNER,
b.	to have been in the possession of the PARTNER prior to such disclosure by UNIVERSITY as shown by prior written records,
c.	to have become of public knowledge after such disclosure by UNIVERSITY through no default or omission of the PARTNER, and / or
d.	to have become legally available to the PARTNER from any third party without restriction on disclosure or use, provided that such third party shall not have obtained such Information directly or indirectly from UNIVERSITY.

4.	Disclosures made to the PARTNER which are specific shall not be deemed to be within the exceptions mentioned in Article 3 a) to d) 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 PARTNER, so as to allow UNIVERSITY the opportunity to obtain an appropriate protection from the relevant governmental or judicial entity.

6.	The PARTNER shall limit the access to Confidential Information to such representatives, persons or employees who have to be informed thereof within the scope of the evaluation of the parties' future 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 corresponding 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 PARTNER.

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

8. 	The PARTNER agrees to destroy all Confidential Information in case either party decides not to enter into further negotiations about a future co-operation. 

Any discoveries, developments, inventions or know-how made by the PARTNER resulting from the disclosure of Confidential Information under this Secrecy Agreement and based on the Confidential Information, shall be the sole property of UNIVERSITY. The PARTNER shall inform UNIVERSITY without delay about such discovery, development, invention or know-how. 

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

10.	This Agreement shall come into effect on XX.XX.XXXX. The period for disclosure shall be one (1) year from the effective date of this Agreement. This Agreement shall end five (5) years after the expiry of the disclosure period. 

2 Originals – 1 X PARTNER, 1 X UNIVERSITY

__________________, dated _________	__________________, dated _________	
__________________	University Clinic Heidelberg, Abteilung 1.4 Justitiariat, Im Neuenheimer Feld 672, 69120 Heidelberg, Germany	

______________________________	

_________________________________	

Name and title	
Mrs. Irmtraut Gürkan	

______________________________	

Scientist