7632 Confidentiality Agreement

Confidentiality Agreement
between
VisLab
Università di Parma
Dip. di Ingegneria dell'Informazione
V.le G.P.Usberti, 181/A
I-43100 PARMA, Italy
and
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Preamble:
The University of Parma’s VisLab, is undertaking advanced research on image analysis
and processing for vehicular applications and is working for a number of international
companies and suppliers. The Artificial Vision and Intelligent Systems Lab, Dipartimento di
Ingegneria dell’Informazione, Università di Parma, Italy, may have access to confidential
information that might need to be shared with contractors, visiting individuals, or other
personnel involved in the research.
Confidentiality:
Each contracting party shall undertake to maintain strict confidence on all information,
documents, drawings, tools, specimens, knowledge, experience and the achievements
resulting therefrom received from or notified by the other contracting party in writing,
verbally or in any other way during the course of the present collaboration – hereinafter
referred to as "INFORMATION" – and not to make the aforesaid available to third parties
in any way whatsoever.
Group companies affiliated with the contracting parties shall not be third parties within the
meaning of the present Agreement if they are committed to confidentiality in the same way
as the contracting parties.
The aforesaid confidentiality commitment shall not apply or shall no longer apply to such
INFORMATION in respect of which the receiving contracting party is able to prove on
request
that the INFORMATION was already publicly known when the present Agreement
was concluded or was made publicly known at a later date without breaching the
present Agreement;
 that the INFORMATION was already known to the receiving contracting party prior
to the conclusion of the present Agreement or became known to the receiving
contracting party at a later date without breaching the present Agreement;
Updated Nov 2008
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Confidentiality Agreement
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that the disclosing contracting party has given its written consent to the disclosure of
the INFORMATION.
Both contracting parties shall take all necessary steps to ensure that the aforesaid
confidentiality is maintained.
Each contracting party shall see to ensure that its employees are or will be committed to
confidentiality in accordance with the present Agreement if they receive or are able to
receive the aforesaid INFORMATION.
The present confidentiality commitment shall end 5 years after each receipt of the
INFORMATION unless otherwise agreed.
Upon request, each contracting party shall be obliged at any time to return all
INFORMATION received from the other contracting party in writing, on data carriers, as
drawings or as models without retaining any copies thereof and to delete any data files
which may contain INFORMATION.
Inventions:
Disclosure of INFORMATION shall not give the other contracting party the right to file
applications for intellectual property rights for inventions included therein. Disclosure shall
not entitle the other contracting party to use the INFORMATION beyond the scope of the
collaboration mentioned in the preamble.
Unless otherwise agreed, patentable inventions shall accrue to the contracting party
whose employee or employees made the invention.
Joint inventions shall accrue jointly to both contracting parties. The filing of patent
applications on such inventions and the granting of licenses to third parties shall be
mutually agreed by the contracting parties.
Conclusion:
The present Agreement shall be governed exclusively by Italian law; the legal venue shall
be Parma, Italy, or another competent court at the option of Università di Parma.
Parma, _________________
Updated Nov 2008
(Date)
VisLab - Dip. Ing. Informazione, Università
di Parma, Italy
_________________, _________________
(Place)
(Date)
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