It is clarified, that the Recipient shall not be entitled to assign its rights without the explicit written consent of the other party
Confidential Information in this agreement shall mean information of any kind and in any form concerning the Information emanating directly or indirectly from The Revealing Party and shall also include information that is developed or learned in the course of the discussions. Confidential Information shall also mean all technical information, procedures and data, documentation, reports, drawings, know how, patents, patents applications etc. Information shall not constitute Confidential Information under the following circumstances. - It was known to the Recipient or was developed by the recipient independent of any disclosure by The Revealing Party, prior to the date of disclosure and the Recipient produced to The Revealing Party, within 3 days of disclosure, written evidence that such information was in the possession of the Recipient when it was disclosed
- It was known to the public or generally available to the public prior to the date the information was disclosed to the Recipient by The Revealing Party
- It becomes known to the public or generally available to the public after the date it has been received by the Recipient from The Revealing Party, other than because of the Recipient’s negligence or fault
- It is disclosed to the Recipient at any time by an external party who has proofs of having good and legal right to disclose it to the Recipient
The Recipient shall not disclose, at any time, to any third party, any of the Confidential Information which it has received from The Revealing Party. The Recipient undertakes not to exploit the Confidential Information or any part of it for any commercial, research or any other purpose but for the evaluation and determination of its interest in The Know How unless otherwise agreed in writing. Any documents, written material, designs, drawings, samples, computer software or other tangible item supplied by The Revealing Party in course of the discussions, shall be immediately returned to The Revealing Party upon written request. The Recipient undertakes that any of its directors, officers or employees to whom the Confidential Information is disclosed are bound by the terms of Confidentiality and will observe all the provisions of this Agreement. This Agreement shall be construed under and governed in accordance with all applicable laws of the State of Israel, and the forum of Dispute will be the courts of Toronto, Canada. This agreement contains all the expressed provisions agreed upon by the parties with regard to the subject matter of the agreement and the parties waive the right to rely on any alleged expressed provision not contained in the agreement. This agreement does not create nor should be relied upon by any of the parties as a basis for creating any license, agency, joint venture or partnership agreement. This Agreement is valid from the date of its acceptance