Mutual Non Disclosure Agreement by wanghonghx

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									                              Mutual Non Disclosure Agreement


[___] to be complemented by the TP




Between


Astrium SAS
Société par Actions Simplifiée, with a registered capital in the amount of € 16 587 728 whose
Registered Office is at: 6 rue Laurent Pichat 75216 PARIS CEDEX 16 – FRANCE, registered with the
Registre du Commerce et des sociétés (company registry) of Paris under number 393 341 516 RCS
(VAT N° FR 63393341516), acting through its Business Unit Astrium Space Transportation located 66
route de Verneuil, BP 3002, 78133 Les Mureaux Cedex, France.

Hereinafter referred to as “Astrium-ST”,



and


[X], a company duly organised and existing under the laws of [____], with a share capital of [___],
having its registered office located [____],


Hereinafter referred to as "[X]" or “the TP”



Hereinafter individually referred to as the "Party" and/or the "Disclosing Party" and/or the "Receiving
Party" and collectively referred to as the "Parties".
WHEREAS

   Astrium-ST is recognized for its skills and expertise relating to Launch Systems and related
    technologies.

   [X] is recognized for its skills and expertise relating to [___].

   In the frame of the process initiated by Astrium-ST and aiming at supporting the emergence of
    promising technology alternatives for the Next Generation Launch System (hereinafter called the
    "Project"), Astrium-ST and [X] wish to exchange and discuss certain non-public, confidential or
    proprietary information, subject to the terms and conditions of this agreement.

   Each Party (or its representative) receiving information recognizes and acknowledges the
    confidential nature and competitive value of the proprietary and/or confidential information (as
    defined in article 2 “Confidential Information”) and the damage that could result to each Party
    furnishing such proprietary and/or confidential information if the information contained therein is
    disclosed to a third party.

NOW, AND THEREFORE, the Parties agree as follows:

   Article 1 – Purpose

1.1 The present non-disclosure agreement (hereinafter called the "Agreement") sets forth the terms
    and conditions governing the disclosure, use and protection of the Confidential Information
    disclosed by one Party to the other for the purpose of the Project.

1.2 Within the framework of this Agreement, each Party shall communicate to the other only the
    Confidential Information it deems necessary to realize the Project and uses this Confidential
    Information only in connection with the Project.

1.3 This Agreement is not intended to be, nor shall it be construed as compelling any Party to disclose
    Confidential Information or creating, a joint venture, association, partnership, teaming agreement,
    or other formal business organization or agency relationship. The disclosure of Confidential
    Information hereunder shall not constitute an offer or acceptance or promise of any future contract
    or amendment of any existing contract.


   Article 2 – Confidential Information

2.1 Any information relating to the Project, disclosed in the frame of this Agreement and identified as
    confidential by the Disclosing Party shall be confidential (hereinafter referred to as "Confidential
    Information") whatever its object (technical, industrial, financial, business...), its nature (know-
    how, methods, technical breakdowns, process...), its supporting medium (written and printed
    document, drawing, sample, plan, CD ROM, floppy disk...) and transmission means (written or
    verbal information, through electronic means...).

2.2 Any and all information disclosed in writing or on a supporting medium must be identified at the
    time of the disclosure as confidential, specifying its confidential nature on the supporting medium
    with a “Company Confidential” or “Programme Confidential” marking or any other appropriate
    written identification understandable by the Parties and adapted to the supporting medium.

    Verbal or visual information (including tapes, software or similar) shall be so identified at the time
    of the disclosure by the Disclosing Party and confirmed the Receiving Party in writing at the latest
    within fifteen (15) calendar days as from the disclosure by specifically identifying the Confidential
    Information previously disclosed verbally or visually. It is understood that this Information shall be
    treated as confidential during these fifteen (15) calendar days.

2.3 Each Party shall only disclose and transfer to the other Confidential Information subject to security
    classification and/or export control laws for which prior governmental or agency authorisation or
    approval for disclosure or transfer has been obtained. The Disclosing Party shall clearly identify
    and label any Confidential Information, which is of classified nature, and shall notify the classified
    nature of the Information to the Receiving Party at the time of its disclosure. The Receiving Party
    shall ensure the Confidential Information is protected in accordance with the requirements of such
    classification.


   Article 3 – Obligations of the Parties

3.1 Each Party hereby undertakes, from the Effective Date of this Agreement (as defined in article 9
    “Term”) and for a period of ten (10) years following the term of this Agreement for whatever
    reasons, that Confidential Information received from the Disclosing Party shall:

    a) be protected and kept strictly confidential and be treated with the same manner and with the
       same degree of care and protection as the Receiving Party uses to treat its own confidential
       information of like importance;
    b) be disclosed internally by the Receiving Party only to those of its employees having a need to
       know in connection with the Project and made aware of the confidential nature of such
       information, and which shall be used subject to the provisions of this Agreement;
    c) not be used, in whole or in part, directly or indirectly, for any other purpose than the Project,
       without the previous written agreement of the Disclosing Party;
    d) not be disclosed, directly or indirectly, to any third party or any other persons than those
       mentioned in articles 3.1.b), 3.2 and 5, without the previous written authorization of the
       Disclosing Party, and provided that such third party undertakes in writing to comply with the
       same confidentiality obligations as provided herein;
    e) neither be copied, nor otherwise reproduced, except for the need of 3.1.b), nor published, totally
       or partially, without the previous written authorization of the Disclosing Party.
    f) not be used in order to obtain any intellectual property rights (including without limitation patent,
       copyright, mark…) in any country.

3.2 Notwithstanding the previous provisions, the TP authorises Astrium-ST to disclose to the Agency,
    its Member States and/or Arianespace, the Confidential Information disclosed by the TP.

3.3 Immediately upon knowledge of an inadvertent disclosure, the Receiving Party shall take all
    measures to (i) notify the third party of the Disclosing Party's proprietary interest, (ii) notify the
    Disclosing Party of the unintended disclosure, (iii) avoid any further disclosure, and (iv) request the
    return of the disclosed material together with any copies, personal notes or correspondence
    concerning the Confidential Information contained in the disclosed material, without prejudice of
    any claims that may be filed by the Disclosing Party.

3.4 In the event that during the duration of this Agreement, the Receiving Party is required to disclose
    Confidential Information in order to comply with a legal, regulatory request or any other
    governmental act or a court order, the Receiving Party shall provide the Disclosing Party with
    notice of such requirement as soon as possible so that the Disclosing Party may seek a protective
    order or other appropriate remedy and waive compliance with the terms of this Agreement. The
    Receiving Party shall have the burden of proof to establish that the disclosure was compulsory.


   Article 4 – Exceptions to confidentiality

The Receiving Party shall not be liable under this Agreement for disclosure of any Confidential
Information if it documents that the disclosed information:

    a) is in the public domain at the time of the disclosure, or subsequently made available to the
        general public, without any fault and/or violation of this Agreement by the Receiving Party; or
    b) is disclosed to the Receiving Party by a third party, without restriction and without breach of this
        Agreement by the Receiving Party; or
     c) is independently and in good faith developed by the Receiving Party as evidenced by the
         Receiving Party written records; or
d)     is disclosed or used with the previous written approval of the Disclosing Party.
     Article 5 – Representatives

The respective representative(s) of each Party with respect to the transmission and/or receipt of all
Confidential Information under this Agreement are:

                          For Astrium-ST                                                             For the TP
Name:             DELATTRE                        Franck               Name:
……..............................                                       ....................................................................
Title:            NGLS              technology  roadmap                Title:
responsible …..                                                        ....................................................................
Phone:            +33          (0)1     39   06 35    88               Phone:
...................................                                    ....................................................................
Fax:              +33          (0)1     39   06 18    00               Fax:
...................................                                    ....................................................................
Address: 66, route de Verneuil - B.P. 3002                             Address:
                  …………..                                               ....................................................................
                  78133 Les Mureaux Cedex France                       Mail:
                  .............                                        ....................................................................
Mail:             contact.cfi-ngl@astrium.eads.net
................
Name:                                                                  Name:
....................................................................   ....................................................................
Title:                                                                 Title:
....................................................................   ....................................................................
Phone:                                                                 Phone:
....................................................................   ....................................................................
Fax:                                                                   Fax:
....................................................................   ....................................................................
Address:                                                               Address:
....................................................................   ....................................................................
Mail:                                                                  Mail:
....................................................................   ....................................................................

Each Party may change its representative by prior written notification to the other Party.


     Article 6 – Intellectual Property Right

Neither the execution of this Agreement nor the disclosure of any Confidential Information, under this
    Agreement, shall be deemed to grant the Receiving Party, either expressly or implicitly, any kind
    of intellectual property right on the Confidential Information and on the elements relating to the
    Confidential information (license, patent or application, trademark, copyright or trade secret).


     Article 7 – Ownership and return of Confidential Information

Any and all Confidential Information disclosed to the Receiving Party in accordance with this
Agreement and all copies, reproductions and/or duplications shall remain the exclusive property of the
Disclosing Party, without prejudice to third parties’ rights.

When the Disclosing Party's Confidential Information is no longer needed for the Project, or at any
   time upon request of the Disclosing Party, all Confidential Information disclosed on any supporting
   medium or any other tangible form and all copies and/or personal notes remaining in the
   Receiving Party's possession shall be returned to the Disclosing Party or destroyed. Such return
   or destruction shall be certified in writing by the Receiving Party to the Disclosing Party within thirty
   (30) calendar days of the request for return or destruction.


     Article 8 – Term
This Agreement shall become effective as of the date of its signature by the Parties (hereafter the
"Effective Date"). This Agreement shall remain until the occurrence of the first of the following event,
whichever occurs first:
          - execution by the Parties of a contract related to the development of [TBD] in the frame
              of the “Call for Ideas to support the emergence of promising technology alternatives for
              the NGLS”;
          - the closing of the “Call for Ideas to support the emergence of promising technology
              alternatives for the NGLS” process;
          - [date].

This Agreement may be terminated at any time or upon thirty (30) calendar days written notice to the
other Party. The Parties may agree on the renewal of this Agreement by separate written amendment,
signed by the authorized representatives of the Parties.

The termination of this Agreement shall not relieve the Parties of their obligations relating to the
   protection and use of Confidential Information as set forth in articles 3 “Obligations of the Parties”,
   6 “Intellectual Property Right”, 7 “Return of Confidential Information” and 11 “Governing law and
   settlement of disputes”.


   Article 9 – Assignment

Neither Party shall assign its rights or duties under this Agreement without the prior written approval of
    the other Party, except in the event of corporation amalgamation or reorganization which does not
    involve a change of control as defined in article L233-3 of the French Code de Commerce. In this
    event, the concerned company shall immediately inform the other Party of such reorganization.


   Article 10 – Miscellaneous

11.1 Nothing in this Agreement shall be construed as granting the right to one of the Parties to bind
     the other Party without its previous written approval.

11.2 This Agreement shall not be amended or modified other than by separate written amendment,
    signed by the authorized representatives of all the Parties.


   Article 11 – Governing Law and settlement of disputes

This Agreement shall be governed by and interpreted in accordance with the laws of France.


Option 1 (amicable settlement and arbitration of ICC): should be applicable to any NDA signed
between parties which have not the same nationality.
All disputes between the Parties relating to this Agreement shall be amicably settled. Failing such an
amicable settlement within sixty (60) calendar days from the day the Parties met or tried to meet after
the written notification by one Party to the other of the existing dispute, then said dispute shall be
settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce by one
or more arbitrators appointed in accordance with the said Rules.
The arbitration shall take place in Paris and shall be conducted in English. Arbitral awards shall be
final and binding on the Parties.

Option 2 (amicable settlement and competent courts): should be applicable to any NDA signed
between French parties ONLY.
All disputes between the Parties relating to this Agreement shall be amicably settled. Failing such an
amicable settlement within sixty (60) calendar days from the day the Parties meet or try to meet after
the written notification by one Party to the other of the existing dispute, then said dispute shall be
finally settled by the competent courts in PARIS.

Made in ________ on ________, in two (2) original copies, one for each Party, duly signed by their
authorized representatives.
For Astrium SAS   For [X]

Name:             Name:

Signature:        Signature:

								
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