NLDB - Announcements

First Announcement : "NLDB provides access to any biospecimen type (serum, plasma, fresh or frozen tissue, FFPE, CSF, etc.) and any specific associated data (clinical history, medical follow-up, etc.) in any disease" Second Announcement : "Seats are available for training in Biobanking, Immunohistochemistry (IHC), Immunofluorescence (IF), molecular pathology techniques & molecular techniques" Please Contact : +91 9958368439, Email : mallick.koustav@gmail.com

Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is made and entered into, as of (“Effective Date”), by and

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and National Liver Disease Bio Bank (NLDB) at Institute of Liver &Biliary Sciences (ILBS), located at D-1, Vasant Kunj, New Delhi-110070 (India).

Hereinafter referred to collectively as “Parties” and individual as “Party”

  1. Definition of Confidential Information

“Confidential Information” shall include all information or technical data related to the organization/company, whether in written, graphic or machine-readable form, or revealed by observation of facilities, equipment, or devices, relating to any of the following: ideas (whether currently implemented or not); business plans and strategies; marketing plans and strategies; customer, sales, and distribution information, statistics, and strategies; supply information and pricing; pre-clinical, clinical, and post-market protocols, procedures, and results; product designs, product plans and prototypes; standard operating procedures and operational methods; design methods and protocols; manufacturing techniques; technology, software, developments, hardware configurations, formulae, discoveries, inventions, and improvements; financial results, projections, and pro forma, trade secrets, and know-how.

Confidential Information shall include any confidential or proprietary information owned by either of the parties or shared by any third parties which either party may receive and which may be disclosed in connection with the Business Purpose in writing by other party as a confidential information wherein the third party information is subject to a duty on either party’s part to maintain the confidentiality of such information and use it only for certain limited purposes.

  1. Non-disclosure and Non-use Obligation

Both the parties i.e. the Discloser and the Recipient, shall hold the Confidential Information disclosed to them in confidence, and shall not divulge, in whole or in part, any Confidential Information to any third party without the prior written authorization of the Discloser/Recipient, whichever is applicable; except that the Confidential Information is to be disclosed to their Affiliates, directors, officers, advisors or employees (hereinafter “Representatives”) to the extent such disclosure is necessary for the sole purpose of evaluating interest of both parties in the area of clinical projects and exercising the rights and obligations in connection with the clinical projects; provided that both parties shall ensure that prior to disclosing Confidential Information to any of its Representatives, such Representative has undertaken in writing to act in accordance with this Agreement or undertaken in writing other confidential obligations with respect to such Confidential Information that are substantially the same as those undertaken by the Parties under this Agreement.

Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the Parties shall not be released to any form of public media without written approval of both Parties. Each of the Parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the other Party, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own Confidential Information, but in no case less than reasonable care. Each of the Parties, as Recipient, shall immediately give notice to the other Party, as Discloser, of any unauthorized use or disclosure of Discloser’s Confidential Information which has come into Recipient’s knowledge. Each of the Parties, as Recipient, agrees to assist the other Party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information.

The Recipient shall not decompile, disassemble or reverse engineer any Confidential Information. The recipient agrees to notify the other party in writing of any misuse or misappropriation of Confidential Information of the disclosing party, which may come to the receiving party’s attention.

  1. Exclusions from Nondisclosure and Non-use Obligations

The obligations under Article 2 ("Non disclosure and Non-use Obligations") of each of the Parties, as Recipient, with respect to any portion of the Confidential Information of the other Party, as Discloser, shall not apply to the followings: (a) was in the public domain or otherwise known to Recipient at the time of disclosure other than by a breach of this Agreement by the Recipient or by a breach by any other party under any agreement of confidentiality to the Discloser, (b) was already known to Receiving Party at the time that it was disclosed to Receiving Party; (c) is or becomes publicly known through no wrongful act of Receiving Party; (d) is approved for release by written authorization of Disclosing Party; (e) is independently developed by any of the parties without access to, or use of, other party’s Confidential Information, provided that the source of such information had the legal right to disclose such information and did not breach any agreement of confidentiality with the Discloser by providing such information to the Recipient. A disclosure by each of the Parties, as Recipient, of Confidential Information of the other Party, as Discloser, either (a) in response to a valid order by a court or other governmental agency or regulatory body, or (b) otherwise required by law, shall not be considered to be a breach of this Agreement by such Recipient or a waiver of confidentiality for other purposes; provided, however, such Recipient shall provide prompt prior written notice thereof to such Discloser to enable such Discloser where time permits to seek a protective order or otherwise prevent such disclosure.

  1. Ownership and Return of Confidential Information and Other Materials

All Confidential Information of each of the Parties, as Discloser, and any Intellectual Work Product (as defined below) thereof whether created by such Discloser or the other Party, as Recipient, shall remain the property of Discloser, and the Recipient shall not have any right, title, interest in or to the Confidential Information or any development, invention or improvement derived directly from the Confidential Information (“Intellectual Work Product”).

At such Discloser’s request and no later than five (5) days after such request or in case of termination of relationship, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (a) all materials furnished to such Recipient by such Discloser, (b) all tangible media of expression in such Recipient’s possession or control to the extent that such tangible media incorporate any of such Discloser’s Confidential Information, and (c) written certification of such Recipient’s compliance with such Recipient’s obligations under this sentence.

  1. Disclosure of Third Party Information

Neither Party shall communicate any information to the other in violation of the proprietary rights of any third party.

  1. No Warranty

All Confidential Information Is Provided "As Is" And without Any Warranty, Express, Implied or Otherwise, Regarding Such Confidential Information’s Accuracy, Completeness or Performance.

  1. Term

The Parties will exchange Confidential Information for required period of time from the Effective Date of this Agreement. The Parties shall maintain in confidence any Confidential Information received pursuant to this Agreement for a period of five (5) years from the date on which said Confidential Information is first received. The later implicitly clarifies the validity period of this agreement as 5 years unless terminated. The agreement shall be renewed for persistence.

  1. No Assignment

Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

  1. No Licenses

The CDA should make clear that the sharing of confidential information there under does not constitute a license to any patent or other intellectual property rights of the Disclosing Party.

  1. No Obligation

This Agreement shall not be construed as a teaming, partnership, trust, agency, joint venture, or other such arrangement between both Parties, and the Parties hereto expressly agree that this Agreement is for the purpose of protecting the confidentiality of Confidential Information only. Nothing herein shall obligate either Party to enter into any transaction or business relationship with the other Party and each Party reserves the right, in its sole discretion, to terminate the discussions with the other Party at any time.

  1. Notices

Any notices required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by telecopy or facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either Party may specify in writing.

  1. Governing Law and Dispute Resolution

This Agreement shall be construed, governed, interpreted and applied in accordance with the laws of India (within the jurisdiction of the court of law in Govt. of NCT of Delhi), without reference to any rules of conflict of laws thereof. Any claim or controversy arising out of this Agreement or any breach hereof shall be submitted for resolution to a court of competent jurisdiction in India, and the parties hereto hereby acknowledge, and submit to, the exclusive jurisdiction and venue of any such court.

  1. Severability

If any provision of this Agreement is held by a court of law having jurisdiction hereof to be illegal, invalid or unenforceable, (i) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

  1. Waiver; Amendment; Modification

No term or provision hereof will be considered waived by either Party or no breach, violation excused by either Party, unless such waiver or consent is in writing signed by the Party against whom such waiver or consent is asserted. The waiver by either Party of, or consent of either Party to, a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other Party. Not to copy or write down any part of the Confidential Information except as is reasonably necessary for the purposes aforesaid and in such circumstances the copies or written documentation shall remain at all times the property of the disclosing party; This Agreement may be amended or modified only by mutual agreement of authorized representatives of the Parties in writing.

  1. Injunctive Relief

A breach by either Party of any of the promises or agreements contained herein including, without limitation, the actual or threatened disclosure of any Confidential Information without the consent of the Discloser in accordance with Article 2, will result in irreparable and continuing damage to the other Party for which there will be no adequate remedy at law or appropriate compensation for such injury, and such other Party shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages, irreparable injury including financial and strategic if appropriate).

  1. Non-solicitation of Clients

Both the parties shall agree for a period of 6 months from the date of termination of contract, not to directly or indirectly solicit competitive business from any client or customer of the either party nor for the same period of time, will accept any business, competitive with that of any of the parties, directly or indirectly from any of the customers and clients described above, which involves recipients performing similar functions or acting in a similar capacity.

  1. Non-solicitation of Employees

Both the parties shall agree during the contract period and for a period of 6 months after termination of contract, not to directly or indirectly recruit, solicit, or otherwise induce or attempt to induce any employee of either party to terminate his or her employment with the Company or otherwise to act contrary to the interests of the company.

  1. Publicity

The Receiving Party agree not to use, in advertising, publicity or other marketing activities, any name, trade name, trademark, or other designation of the Disclosing Party, or the existence of this Agreement or any negotiations underway between the parties in any promotional activity without the express written consent of the Disclosing Party.

  1. Entire Agreement

This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed hereunder and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which shall together form one and same agreement.

  1. Termination

This Agreement may be terminated by either Party by giving thirty (30) days written notice of such termination to the other Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Disclosing Party 

National Liver Disease Bio Bank (NLDB) at

Institute of Liver & Biliary Sciences

 

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Signature:

Date:

Recipient Party

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Related Links

www.ilbs.in 

www.dbtindia.nic.in 

www.echo.ilbs.in 

www.whocc.ilbs.in

 

 

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