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NON-DISCLOSURE-AGREEMENT

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					                            NON DISCLOSURE AGREEMENT
                                         BETWEEN
XXX having its registered office in _____________________ _____ (hereinafter called
“XXX”), legally represented by ………………………
                                            AND
CONSIGLIO NAZIONALE DELLE RICERCHE, Italian research body having its
principal place of business in Piazzale Aldo Moro, 7 – 00185 Rome, tax code
80054330586 and VAT number 02118311006 (hereinafter called “CNR”), represented
by the Director of the Dipartimento Terra e Ambiente, Mr. Giuseppe Cavarretta,
In accordance with the following premises:
- whereas “Confidential Information” (as hereafter defined) is intended to mean all
     information, data, formulae, processes, procedures, methods, documentation,
     magnetic and optical supports , designs, projects, electrical or electronic plans,
     circuit diagrams, technical specifications, results of tests, evaluations, manufacturing
     processes, know-how, materials directly XXX to tests and trials, commercial
     activities, goods, products or analyses relating respectively to Information of XXX
     (as hereafter defined) and Information of CNR (as hereafter defined) being property
     of the Sender (as hereafter defined) and supplied by the same, directly or indirectly,
     by virtue of the present agreement (hereafter called “Agreement”), the Recipient (as
     hereafter defined) in writing or described/disclosed, orally or by demonstrative
     means (provided that they are sent in writing to the Recipient within thirty days of
     such disclosure/description and marked “Private” or “Confidential”);
- whereas XXX possesses patents and has developed a specific know-how and specific
     laboratory data on “ ……………………………..” (hereafter called “Information of
     XXX”) and such Information of XXX is secret and belongs exclusively to XXX;
- whereas CNR has developed a specific know-how ………………………. (hereafter
     called “Information of CNR”) and such Information of CNR is secret and belongs
     exclusively to CNR;
- whereas the “Information of XXX” and the “Information of CNR” is hereafter called
     jointly “Confidential Information”; the party that transmits the Confidential
     Information is hereafter called “the Sender”; the party that receives the Confidential
     Information is hereafter called “the Recipient”;
- whereas CNR and XXX desire to study the Confidential Information with the aim of
     determining interest in concluding an agreement of scientific and/or commercial
     collaboration (hereafter called “Evaluation”);
It is hereby agreed by the parties as follows:
1. The Premises form an integral part of this Agreement.
2. Following the signing of this Agreement, CNR will transmit at no cost to XXX the
     Information of CNR and XXX will transmit at no cost to CNR the Information of
     XXX. It is at the discretion of the Sender whether the Confidential Information is
     considered necessary or useful for the Recipient to be able to effect the Evaluation.
     The Recipient will communicate in writing to the Sender the receipt of the
     Confidential Information.
     All materials, without limitation, including magnetic supports, documents, designs,
     drafts, projects that contain in whole or in part Confidential Information supplied by
     the Sender to the Recipient are and remain the property of the Sender. The Recipient
     may not reproduce any Confidential Information without the prior written consent of
     the Sender and will return without delay to the Sender, following a request by the
     Sender or at the end of the commercial relationship between the parties, all the
     Confidential Information together with any reproductions made and all the
     documentation or materials containing any part of the Confidential Information.
3. The Recipient acknowledges and declares that the Confidential Information
   transmitted by the Sender to the Recipient is secret and confidential and,
   consequently, the Recipient commits itself not to disclose any Confidential
   Information to third parties without the prior written consent of the Sender, with the
   exception of its employees and/or consultants directly involved in the Evaluation,
   who have the same duty of non disclosure and non use herein prescribed.
   With the exception of what is expressly foreseen by this Agreement, the Recipient
   shall be responsible towards the Sender if third parties become aware of the
   Confidential Information of the Sender by way of the Recipient or its employees
   and/or its consultants involved in the Evaluation, also where this is due to negligence
   of the Recipient or its employees and/or its consultants in the protection of the
   confidentiality of the Confidential Information of the Sender (it being understood
   that, upon violation or negligence in observing the obligations of non disclosure and
   non use herein prescribed are attributable to employees and/or consultants of the
   Recipient, such persons at the time of the act have in fact the status of employee
   and/or consultant; there remains the personal responsibility of the employee and/or
   the consultant).
   The above-mentioned obligations are not applicable to the information that is:
     a.       already known by the Recipient at the moment of sending by the Sender
              and the Recipient is able to furnish documentary proof of prior knowledge;
     b.       in the public domain at the moment of sending or becomes so afterwards
              not due to acts or omissions by the Recipient;
     c.       are disclosed to the Recipient by third parties who give proof of legal
              possession and/or are able to prove entitlement to possession without
              violating rights of the Sender or of other parties regarding the same; or
     d.       are developed by the Recipient independently.
4. The Recipient holds itself bound by all obligations herein prescribed for the duration
   of ten (10) years from the date of signature of this agreement.
5. CNR and XXX commit themselves to conclude the Evaluation within two (2)
   months from the date of receipt of the Confidential Information. Where, within the
   above-mentioned period of two (2) months, CNR and XXX do not conclude a
   scientific and/or commercial agreement relating to the Confidential Information, the
   Recipient shall promptly return at no charge to the Sender all Confidential
   Information received, without retaining any copy of the same, and shall ascertain that
   neither its employees and/or consultants nor third parties, to which disclosure has
   been authorized, have retained copies.
6. The Recipient holds itself bound to use the Confidential Information supplied by the
   Sender exclusively for the purposes of the Evaluation and shall not utilize such
   information for direct or indirect purposes of production or experimentation,
   including the activity of reverse engineering.
7. Notwithstanding any contrary provision, this Agreement does not constitute a
   preliminary agreement; XXX and CNR are under no obligation to sign any other
   contract relating to the Confidential Information.
8. In particular, CNR will be free to stipulate agreements for the concession of patent
   right whilst this agreement remains to be finalized. In this respect, CNR commits
   itself to communicate to XXX the existence of third party interests in order to allow
   XXX the possibility of expressing interest in the patent the subject of this agreement.
9. The parties recognize that the provisions of this Agreement are necessary for the
   protection of the Confidential Information. The Recipient recognizes, furthermore,
   that non authorized use or disclosure of the Confidential Information to any third
               party in violation of this Agreement constitutes continuing and irreparable damage
               towards the Sender, which has the right to request and obtain compensation.
           10. The parties agree that wherever there is a violation the term foreseen by article 9,
               XXX, will be subject to a penalty equal to Euro 50.000,00 (fiftythousand/00),
               without prejudice to the right to obtain damages.
           11. The parties agree that this Agreement shall be governed by the Laws of Italy and that
               the Court of Justice of Rome has sole jurisdiction to resolve any controversy relating
               to the execution and interpretation of this Agreement. The procedural language will
               be Italian.
Consiglio Nazionale delle Ricerche
Dipartimento Terra e Ambiente
Dott. Giuseppe Cavarretta


XXX
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Description: NON-DISCLOSURE-AGREEMENT