The company [[client’s company name]], [[company form]], [[address of the client’s company]], entered on the Trade and Companies Register of [[city RCS client]] under the number [[client register number]].
Represented by [[name of the client’s rep]], in their professional capacity as [[position of the client’s rep]], duly authorized for the purposes hereof,
Hereafter referred to as « The Client« ,
PARTY OF THE FIRST PART,
[To be inserted if the contracting party is a Company]
The Company [[name of the company]], [[form of company]] with a capital of [[amount of capital]] Euros, headquartered at [[address of the registered office]] represented by [[company rep]] acting in their professional capacity as [[position of the company’s rep]],
Hereinafter referred to as the « PROVIDER »;
[To be inserted if the contracting party is a Health Professional]
The [[Professional title]], [[name and surname of the pro]] practicing at [[address(es) of the pro]]
Registration n°. on the Register of the Association: [[registration number of the professional]]
Hereinafter referred to as the « PROVIDER« .
PARTY OF THE SECOND PART,
The Client and the PROVIDER are collectively referred to hereafter as the « Parties ».
IT IS FIRST OF ALL STATED THAT:
The Parties have decided to come together in order to share certain information of an extremely confidential and strategic nature.
They have also decided to submit the transmission, distribution and use of this information to strict confidentiality rules.
THIS HAVING BEEN STATED, the Parties agree to the following:
The terms used in the Agreement shall have the meanings ascribed to them below:
« Agreement » means this Agreement, any of its appendices and/or any documents attached to it.
« Discussions » refer to the negotiations that the Parties have begun with regard to the possibility of cooperating within the scope of their business activity.
« Confidential information » refers to any information, regardless of its nature, its medium, including written, oral, magnetic, electronic, graphic or digital and whatever its form (including drawings, plans, diagrams, etc.) of a Party (the « Disclosing Party ») coming to the knowledge of the other Party (« the Receiving Party »).
In particular, information with real or potential economic value or with a certain competitive advantage from whose divulgation or use the public or any other person, including the Receiving Party, could draw economic value or competitive advantage, will be confidential.
The existence of this agreement and its content are also considered by the Parties as strictly confidential.
« Third Party » refers to any person other than the parties or as described in Section 3 below.
The terms thus defined will be used with a capital letter and can be used either in the singular or plural.
The purpose of this Agreement is to specify the conditions under which the Parties agree to share, store and use the Confidential Information.
- OBLIGATIONS OF THE PARTIES
Each Party undertakes, throughout the term of this Agreement and for a period of five (5) years after its expiration:
- to keep the Confidential Information strictly confidential and, for this purpose, to protect it in protective conditions that cannot be inferior to those that should be legitimately imposed on their own confidential information and documents;
- not to use, copy, reproduce, duplicate all or part of the Confidential Information received from the other Party except for the sole purpose of evaluating the possibilities for cooperation between the Parties;
- not to disclose the Confidential Information to any person, business, corporation or any third party except for:
- its employees and those of its affiliates to whom this disclosure is strictly necessary in order to assess and identify opportunities for cooperation between the Parties subject to the employees being informed of the confidential nature of the Confidential Information and to ensure that they respect the non-disclosure obligation provided for in this Agreement;
- its external advisers, lawyers or experts, provided that these are bound by a duty of confidentiality and/or privacy in accordance with their professional regulations;
- any communication required by and transmitted to a competent authority (including any court), agency or regulatory authority legitimately entitled to require such communication.
Each Party shall vouch for the compliance of the persons/entities referred to in (i) to (iii) with their duty of confidentiality, taking responsibility, to this end, for any disclosure by one of these persons/entities.
- DURATION OF THE AGREEMENT
This Agreement is concluded for a period of [[number of years this agreement is concluded for]] year(s) after its signature. It is renewable by an additional clause, at the latest thirty (30) days before the expiry of the Agreement.
For the fulfillment of this Agreement, the following information is not considered to be Confidential Information:
- that which is in or comes into the public domain without a breach by the Receiving Party of its obligation of confidentiality under the terms of this Agreement;
- that which might be received by the Receiving Party from a Third Party, rightfully, in good faith and without obligation of confidentiality;
- that which would have been developed independently of any intervening disclosure under the terms of this Agreement.
- INTELLECTUAL PROPERTY
The transmission of Confidential Information can in no way be interpreted as conferring expressly or implicitly to the Receiving Party any rights to patents, knowledge and expertise or other intellectual property rights relating to the Confidential Information.
This Agreement shall not imply any rights for the Receiving Party to use or dispose of, for purposes other than the Discussions, the Confidential Information, which remains the exclusive property of the Disclosing Party.
- RETURNING THE CONFIDENTIAL INFORMATION
The Confidential Information, as well as any copies or reproductions thereof, will be surrendered or destroyed by the Receiving Party, according to the Disclosing Party’s request, within thirty (30) days of a written request from the Disclosing Party.
In the case of such a request, the Receiving Party shall certify, in writing, to the Disclosing Party, within the period referred to above, that all the provisions within this article have been fulfilled.
- SCOPE OF THE AGREEMENT
No provision contained in this Agreement shall be construed to require a Party to disclose Confidential Information to the other Party or to be contractually bound to the latter.
In the case of a breach of any of the obligations of the Agreement, one or other of the parties reserves the right to automatically terminate this Agreement by registered letter with acknowledgment of receipt with prior notice of thirty (30) days.
The expiry or termination of this Agreement shall not have the effect of releasing the Party receiving the Confidential Information of its obligation to respect the provisions of Article 3 of this Agreement concerning the use and protection of Confidential Information received before the termination or expiry date; the obligations contained in these provisions remain in force for five (5) years after termination of the Agreement.
Any dispute between the Parties concerning the validity, interpretation, fulfillment and termination of this Agreement, which the Parties cannot resolve amicably, will be subject to the exclusive jurisdiction of the Court [[which court]].
- APPLICABLE RIGHT
This Agreement is governed by French law.
Produced in duplicate at [[city]]
For The Client
[[name of the client’s rep]]
Professional Capacity [[position of the client’s rep]]
For the PROVIDER
Professional Capacity [[position of the company’s rep]]
For the PROVIDER
[[name and surname of the pro]]
Professional Capacity [[Professional title]]