All information will be treated by INNOPHARMA based on the following clauses:
1. The term "Confidential Information" means any information, whether oral or written ( including , without limitation , data, compilations, formulas, models, patent information, processes, procedures, projections , protocols , test results , scientific methods , analysis , strategy or techniques ) related to projects that ( i ) have been given to a part by the other , or ( ii ) are obtained by observation, examination or analysis or based on the information described in paragraph ( i ).
2. The Recipient agrees to:
- not use the Confidential Information except, as appropriate, for internal analysis and for the sole purpose of evaluating its interest in entering future collaboration related to the projects.
- not to disclose , directly or indirectly , to third parties or persons other than those referred to in paragraph c ) Confidential Information or the existence of the project or talks about it;
- limit , by all appropriate means , the full or partial dissemination and use of the Confidential Information to the only people necessary for the review of potential future collaborations on projects , and inform such persons of the obligation of confidentiality owed by the contract prior to such disclosure.
3. The obligation to maintain the confidentiality of Confidential Information shall not apply to that portion of the Confidential Information that ( i ) were to become publicly known without the Receiver 's been revealed , (ii ) was already in the hands of the receiver on a non- confidential before they were delivered , or ( iii ) was disclosed to the Recipient in non-confidential basis from a source other than the donor and / or its advisors , provided that the source was authorized to disclose that information.
4. The obligation of confidentiality under this Agreement shall not apply in the event that the Receiver was required to disclose Confidential Information by law or by court order, in which case the content of the disclosure will be limited to what is necessary to comply the legal or judicial requirement , and Receiver agrees to notify in writing to the Donor , prior to such disclosure , in time for the Donor can oppose the spread or require confidential treatment of information by the appropriate authority .
5. No waiver ( express or implied) by the Donor to exercise its rights or perform any of the provisions of this should be construed as a continuing waiver to exercise its rights under this Agreement or to enforce this or any other clause of the agreement in the future.
6. No modification or alteration of this Agreement shall be valid without the consent of both parties.
7. This Agreement shall be construed and governed by Spanish law and any disputes in relation to the same shall be subject to the jurisdiction of the competent courts of Santiago de Compostela.