|
|
| (2 intermediate revisions by the same user not shown) |
| Line 3: |
Line 3: |
| {{OneNDA 3}} | | {{OneNDA 3}} |
| {{OneNDA 4}} | | {{OneNDA 4}} |
| | | {{OneNDA 5}} |
| === 3. What are my obligations? ===
| |
| The [[Receiver]] must: <br>
| |
| (a) only use the [[Confidential Information]] for the [[Purpose]], <br>
| |
| (b) keep the [[Confidential Information]] secure and confidential and only disclose it as allowed by this Agreement,
| |
| (c) promptly notify the [[Discloser]] if it becomes aware of a [[breach]] of this Agreement, and
| |
| (d) take [[reasonable]] steps to destroy or erase any [[Confidential Information]] it holds within thirty days of the [[Discloser]]’s request, except the Receiver may retain copies of Confidential Information that are securely stored in archival or computer back-up systems or to meet legal or regulatory obligations, subject to this Agreement’s terms.
| |
| === 4. How long do my obligations last? ===
| |
| (a) The [[Receiver]]’s duty to protect [[Confidential Information]] starts on the date [[Confidential Information]] is disclosed and lasts until the end of the [[Confidentiality Period]]. <br>
| |
| (b) Either party may terminate this Agreement with thirty days’ [[prior written notice]], but this will not affect the parties’ obligations to protect [[Confidential Information]] disclosed before termination until the end of the [[Confidentiality Period]]. <br>
| |
| === 5. Other important information ===
| |
| (a) '''Notices'''. Formal notices under this Agreement must be in writing and sent to the [[email]] addresses on the Agreement’s front page as may be updated by a party to the other in writing. <br>
| |
| (b) '''Third parties'''. Except for the [[Discloser]]’s [[Affiliates]], no one other than a party to this Agreement has the right to enforce any of its terms. <br>
| |
| (c) '''[[Entire agreement]]'''. This Agreement supersedes all prior discussions and agreements and constitutes the entire agreement between the parties with respect to its subject matter and neither party has relied on any statement or representation of any person in entering into this Agreement. <br>
| |
| (d) '''[[Amendment|Amendments]]'''. Any amendments to this Agreement must be agreed in writing. <br>
| |
| (e) '''[[Assignment]]'''. Neither party can assign this Agreement to anyone else without the other party’s consent. <br>
| |
| (f) '''[[Waiver]]'''. If a party fails to enforce a right under this Agreement, that is not a [[waiver]] of that right at any time. <br>
| |
| (g) '''[[Equitable relief]]'''. The [[Discloser]] may seek [[Injunction|injunctive relief]] or [[specific performance]] to enforce its rights under this Agreement. <br>
| |
| (h) '''[[Alternative dispute resolution]]'''. The parties may refer any disputes arising under this Agreement to mediation or [[arbitration]] for resolution if agreed to in writing by both parties. <br>
| |
| (i) '''[[Governing law]] and [[jurisdiction]]'''. The Governing Law applies to this Agreement and all disputes will only be litigated in the courts of the Jurisdiction. <br>
| |