A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), is a legal contract between one or more parties that defines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. The parties agree not to disclose information covered by the agreement. An NDA protects non-public business information as it creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets.

Between Recipient “Your name” and “Your organization title” and Simulation Training Platform for continuous medical education “ClinCaseQuest”.

WHEREAS

A)

The parties hereto have agreed that the “Discloser” shall grant the “Recipient” access to certain information and ideas concerning the Project (as defined below) and such other information as it may be deemed necessary to disclose to the Recipient in order for the latter to provide a quote for services and/or assess the marketability or suitability of the Project, all of which information is to be regarded by the Discloser as confidential. 

And B)

The Discloser wishes to ensure that the Recipient shall maintain the confidentiality of all such information so disclosed at all times or as hereinafter provided.

1.DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, the following words and expressions shall bear the meaning as respectively set opposite them (unless the context otherwise determines):

– Project – the proposed (ClinCaseQuest) and any related financial, technical, and non-public information of any nature whatsoever made available by the Discloser to the Recipient in respect thereto.

1.2. With any related financial, technical and non-public information of any nature, it is meant:

• any information, material element, or types of documents submitted by the Discloser, related thereto and to its activity, or on its portfolio of clients, including financial information, operations, strategic policy and business procedures or internal measures, as well as information on products, vendors, relationships with suppliers or commercial or business partners, trade secrets, know-how, strategies, and business prospects. It also refers to any information, material, manuals textbooks, or documents sent by the Discloser or obtained by the Recipient during meetings, discussions, or formal conversations with the Discloser and/or its representatives, employees, or agents which may be developed and presented in the course of the services to the Discloser. It also refers to any sketch, concept, project, invention, design, photograph, draft, diagram, specification, development, artistic idea, plan, communication, software and computer program documentation, records, data and databases of any sort, graphs, notes, models, and samples. It can also be understood as the knowledge obtained by the Recipient as a consequence of the services provided, as well as all types of information on technical, financial, commercial, and/or industrial aspects, conveyed by verbal, written, or magnetic media or any other telematic resource.

Finally, it also refers to any information defined as personal data in the scope of the Data Protection Act in force in the country where the Discloser is based or any of its subsidiaries, whilst the choice, in this latter case, lies exclusively with the latter.

The Recipient will be provided with the required number of accesses to the Simulation Training Platform “ClinCaseQuest” (training seats) necessary for providing a scientific and pedagogical experiment for students and coordinators of simulation training, access to the simulators of clinical cases included in the pedagogical experiment, accompanying information regarding the training (description of clinical cases, list of competencies, methodology of clinical cases), methodology for conducting training, instructions for using the Simulation Training Platform. At the request of the recipient, students can be combined into groups in the platform if necessary. The recipient will be required to provide the details (names and email addresses) of the simulation training coordinators who will be willing to coordinate their groups’ simulation training if necessary.

1.3 References to persons shall include bodies corporate, unincorporated associations, and partnerships.

1.4. References to any Clause, Sub-clause, Schedule, or Part of a Schedule are references to such terms contained in this Agreement, unless otherwise specified.

1.5. Reference to this Agreement shall include the Recitals.

1.6.The headings to Clauses are for convenience only and shall not affect the interpretation of this Agreement.

1.7. Reference to any party of this Agreement shall be deemed to include a reference to its successors, permitted transferees, and permitted assignees.

1.8.Reference to any local legal term for any action, judicial procedure, court, concept, or principle shall, whenever appropriate, include any equivalent or, in the absence of an equivalent, the closest approximation to such term in any other relevant jurisdiction.

2. REACH OF DISCLOSURE

The Parties hereto recognize that the information or ideas to be disclosed upon execution of this Agreement shall contain and incorporate confidential information in which the Discloser has an interest. The Recipient hereby agrees to maintain confidential and not to use any part or the whole of such information directly or indirectly disclosed by the Discloser or the information which the Recipient has gained from such disclosure until or unless such information becomes public knowledge through no fault of the Recipient, until or unless the Recipient becomes a party to a formal binding agreement with the Discloser in which there are specific provisions as to disclosure and confidentiality as herein contained. In the event that the Recipient does not execute such an agreement or in any case, at the end of the evaluation of the Project or upon demand by the Discloser, the Recipient undertakes to return all confidential information forthwith to the Discloser and to furnish the Discloser with a statement, certifying either that no copies have been made or retained or that that any copies made have now been destroyed and/or deleted.

According to this NON-DISCLOSURE AGREEMENT, the Recipient is prohibited, without the permission of the Discloser, from using information or ideas that are subject to disclosure during the conclusion of this Agreement by introducing such information into its own production or taking into account during the planning or implementation of its own economic activities, or any other use of information that is subject to disclosure in accordance with this Agreement, to achieve their own commercial goals.

3. CONFIDENTIALITY

3.1. No Use. The Recipient agrees not to use the Confidential Information in any way or manufacture or test any product embodying Confidential Information, except for the purposes authorized by the Discloser. The permitted purposes must constitute a written document drafted by the Discloser. The permitted purposes are included in an autonomous document, exclusive and with regard to its provisions only. The permitted purposes, should there be one, shall be delivered to the Recipient together with the project and its limits shall be the literal interpreting of the authorization itself. The Recipient shall be responsible, should there be any doubts, for inquiring the Discloser on the contents of aforementioned authorization, and the latter, and exclusively, for the interpreting and clarification of such doubts. 

The permitted purpose is conducting a scientific and pedagogical experiment. A list of clinical case simulators for conducting a scientific and pedagogical experiment specified in Appendix No. 1 to this agreement and constitutes its integral part.

3.2. No Disclosure. The Recipient agrees to deploy its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than the Recipient’s employees that have the need for disclosure in connection with the Recipient’s authorized use of the Confidential Information.

3.3 Protection of Secrecy. The Recipient agrees to undertake all steps reasonably necessary to protect the secrecy of the Confidential Information and to prevent the Confidential Information from falling into public domain or into the possession of any unauthorized persons.

4. EMPLOYEE UNDERTAKINGS

The Recipient shall, before any permitted disclosures are made, obtain from its employees to whom any confidential information is to be disclosed or who may in any way gain access to any confidential information, the same degree of secrecy to which it is bound in relation to the Discloser hereunder.

In case of disclosure of information by the Recipient’s employees to third parties, without the consent of the Discloser, without the consent of the Discloser, the Recipient is responsible for such disclosure.

5. THIR-PARTY DISCLOSURE

In the event that the Recipient requires the assistance of any other party other than employees of the Recipient as provided for above, to whom disclosure of any confidential information is necessary, the Recipient shall first seek the Discloser’s approval of such party and thereafter obtain from that party a duly binding agreement on terms at least as binding upon that party as the Recipient is bound to  the Discloser hereunder which terms will be agreed with the Discloser.

6. NON PROTECTED INFORMATION

The protection shall be according to the information to be disclosed hereunder and does not and shall not extend to any information which can be proved by documentary evidence produced by the Recipient upon the written request of the Discloser which:

6.1. Is already known to the Recipient or in its possession before the disclosure        hereunder and free of any obligation to keep it confidential;

6.2. Is or becomes publicly known through no wrongful act or default of the Recipient;

6.3. Is received from a third party without similar obligations of confidence and without  breach of this Agreement;

6.4. Is already in the possession of or independently developed by the Recipient;

6.5 Is disclosed to a third party by the Discloser without similar restrictions on that third party’s rights of disclosure;

6.6. Is approved for release by written authorization of the Discloser. The results of the scientific and pedagogical experiment, in agreement with the Discloser, can be published in a scientific educational journal, with the inclusion of the director of the Simulation Training Platform Nataliia Lopina as a co-author, taking into account the availability of copyright certificates for the developed teaching methodology.

7. OWNERSHIP OF CONFIDENTIAL INFORMATION

The Recipient agrees that all Confidential Information shall remain the property of the Discloser and that the Discloser may use such Confidential Information for any purpose without obligation to the Recipient. Nothing contained herein shall be construed as granting or implying to the Recipient any transfer of rights, patents, or any other intellectual property pertaining to the Confidential Information.

8. NOTICE OF BREACH/THREATENED BREACH

The Recipient shall forthwith give notice in writing to the Discloser on any breach or threatened breach of the provisions of this Agreement by the Recipient or by the Recipient’s employees or former-employees and/or any third party which shall at any time come to the Recipient’s knowledge.

9. INDEMNITY

The Recipient acknowledges and agrees that any breach of the provisions of this Agreement could result in loss to the Discloser. The Recipient therefore undertakes to indemnify and keep the Discloser indemnified against any loss, expense, cost, damages, or claims arising out of or in connection with such a breach of this Agreement by the Recipient.

In the event that information or ideas subject to disclosure at the conclusion of this NON-DISCLOSURE AGREEMENT becomes publicly available as a result of the actions of the Recipient, without the consent of the Discloser, the Recipient shall be liable. The amount of liability corresponds to the damage caused to the Discloser.  The amount of damage must be documented.

10. SURVIVAL OF CLAUSES

In the event that any clause of this Agreement is held to be invalid by an authority with jurisdiction over this Agreement, that clause may eliminated from this Agreement and the remaining clauses shall remain, to the extent that they are unaffected by such elimination, valid and binding on the parties hereto.

11. ANNOUNCEMENTS

Unless required by law, no announcement, or disclosure, or circular concerning or in connection with the subject matter of this Agreement shall be made or issued by or on behalf of the Recipient without the prior written consent of the Discloser.

12. ENTIRE AGREEMENT

This Agreement contains the entire and single agreement between the parties hereto in relation to the subject matter hereof and supersedes all previous negotiations, representations, undertakings, and agreements both written and oral made between the parties with respect to the subject matter hereof. Modification of variation of this Agreement or of any of the provisions herein contained shall not be valid unless expressed in writing and signed on behalf of the respective parties or duly authorized agents thereof.

13. COSTS AND EXPENSES

Each of the parties hereto shall bear their own costs and expenses incidental to the negotiation of and to the preparation and carrying into effect of this Agreement.

14. NO WAIVER

No modification, alteration, or waiver of the provisions of this Agreement shall be effective unless in writing and executed by or on behalf of each of the parties. No delay, omission or failure by either of the parties to exercise any right or remedy shall operate as a waiver. Any partial exercise of a right or remedy shall not preclude any other or further exercise of any such right of action.

15.NOTICES

The agreement is considered signed when the Recipient fills out the Simulation Center Activation form in the platform located at the link
https://clincasequest.hospital/simulation-center-activation/ subject to completion of all fields and acceptance of consents.

16. LAW AND JURISDICTION

All disputes, disagreements, or demands that arise from this Agreement shall be resolved by the Parties through negotiations, the claim consideration period is 1 month. If disputes, disagreements, or claims arising out of or in connection with this Agreement cannot be resolved through negotiations, they shall be resolved by court proceedings.

17. TERM AND TERMINATION.

The obligations of this agreement shall be ongoing until the Confidential Information disclosed to the Recipient is no longer confidential.

18. ORIGINAL INTERPRETATION

Should this NDA be translated into other languages, the Discloser and the Recipient hereby agree to establish as the original element for interpretation the NDA in its English version so that any doubt related or resulting from the interpretation of this agreement in any other language shall be clarified under the English and original version of the NDA.

19. SURVIVAL OF RIGHTS AND OBLIGATIONS

This agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) the Discloser, its successors and assignees; and (b) the Recipient, its successors and assignees.