The Parties have disclosed (hereinafter disclosing Party) and will continue to disclose to each other (hereinafter receiving Party) proprietary information related to PROJECT NAME (hereinafter the Project). 

1.      All such company information including, but not necessarily limited to, technical and/or commercial data, documents, drawings, information, etc. provided by the disclosing party to the receiving Party, directly or indirectly, and whether oral or written, shall be and is hereby deemed to be, confidential, Proprietary Information (“Proprietary Information”) of the disclosing Party subject to the provisions of this Confidentiality Agreement. 

2.      Such Proprietary Information shall not be disclosed to any third party, including any Public Authority and/or Government Agency and shall be used solely for the purpose to consider possible cooperation or involvement in agreement with YOUR NAME and GRA in a Project, characterized in PROJECT NAME and the financing there of. 

3.      The disclosing Party shall have no obligation to specifically identify any Proprietary Information as to which the protection is desired by any notice or other action and has legally at her disposal the entire here presented information.  

4.      The receiving Party agrees to employ all measures and to exercise, at least, the same degree of care with relation to the disclosing Party’s Proprietary Information as it uses in protecting and preserving its own information to avoid disclosure or dissemination thereof. The receiving Party shall keep in confidence and not disclose to any person, or persons other than its officers, employees, authorized representatives, and consultants who need to have access to the Proprietary Information any of the disclosing Party’s Proprietary Information. 

5.      The receiving Party accepts liability for any disclosure made by any employees who have knowledge of such Proprietary Information. 

6.      The obligation of the receiving Party hereunder with respect to Proprietary Information received shall remain in effect except to the extent that: 

a)      Such Proprietary Information becomes generally available to the public other than as a result of unauthorized disclosure by the receiving Party or persons to whom the receiving Party has made the information available; 

b)      Such Proprietary Information has been released without restriction by the disclosing Party to a third Party; 

c)       Such Proprietary Information was received by the receiving Party on a non-confidential basis, prior to receipt from the disclosing Party, from a third Party lawfully possessing and lawfully entitled to disclose such information; 

d)      Information that was prior known and available for the receiving party is excluded from this agreement;           

e)      Such Proprietary Information is approved for release or use by written authorization of the disclosing Party and provided the recipient of said Proprietary Information submits to the terms and conditions of this Confidentiality Agreement as a co-signatory. 

7.      Proprietary Information disclosed under this Agreement shall at all times remain the sole property of the disclosing Party, and shall be returned to the disclosing Party promptly upon request together with all copies thereof. No Proprietary Information disclosed pursuant to this Agreement shall be used, duplicated, or disclosed for purposes other than in accordance with this Agreement, without the prior written approval of the disclosing Party. 

8.      No license under any trademark, patent or copyright, or applications which are now or may thereafter be owned by the disclosing Party, is either granted to the receiving Party or implied by the conveying of Proprietary Information to the receiving Party directly or indirectly by this Agreement, except to the extent reasonably necessary for the receiving Party to perform its obligations under this Agreement, nor are any rights of ownership in and to such Proprietary Information granted by the disclosing Party to the receiving Party. 

9.      Disclosure of Proprietary Information to the receiving Party and disclosure thereof within the organization of the receiving Party shall be made on a strict need-to-know basis, and when in the furtherance of the mutually beneficial purposes of this Agreement.

10.  If the Proprietary Information or any part thereof is reproduced, such reproduction shall carry an appropriate marking, notice, or legend stipulating the confidentiality of subject Proprietary Information and identifying it as the disclosing Party property.

11.  Except for the safeguarding of Proprietary Information, nothing in this Agreement shall grant to the receiving Party the right to make commitments of any kind for or on behalf of the disclosing Party.

12.  This Confidentiality Agreement is governed by Dutch Law and shall remain in full force and effect for a period of ten (8) years after signature by the authorized representatives of both Parties.

 The undersigned agree to these conditions.

 For and on behalf of:

Signed in duplicate.

No part of this agreement may be reproduced, stored in a retrieval system, or transmitted in any form, by any means electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of GRA-CV and YOUR NAME. © 2009 GRA-CV and YOUR NAME

© 1993-2009 GRA-CV, the Netherlands.