NANOBIOSYM GLOBAL INITIATIVE LLC
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (THE “AGREEMENT”)
This Agreement is made between you (the individual accessing the Confidential Information and any single legal entity on behalf of which you are acting) (“You” or “you” or “Potential Attendee”) and Nanobiosym Global Initiative, LLC, a Massachusetts limited liability company duly organized under law and having a usual place of business at 245 First Street, 18th Floor Cambridge, MA 02142 (“Nanobiosym”)
IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE “REGISTER” BUTTON LOCATED ON THE REGISTRATION FORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE CLICK THE “REGISTER” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CONFIDENTIAL INFORMATION.
By clicking the I Accept on this website the potential attendee (Potential Attendee) agrees that Nanobiosym is disclosing certain of its confidential, non-public information concerning its proprietary products, technology, business plans, financials, business records, test results, data and any other proprietary, non-public information prepared by or for it (the "Confidential Information"), but only for limited purpose of this Agreement and only under the provisions and safeguards of this Agreement. All material that is conveyed in written form or orally, in hard media, digital or other format shall automatically be considered as Confidential Information on this website and at the Nanobiosym Global Initiative Summit being held at Harvard Law School on September 27th and 28th 2014. The terms “Nanobiosym” or “You” or “you” or “Potential Attendee” includes the respective parties and their subsidiaries, successors, assigns, legal representatives, affiliates, employees, agents, servants, advisors, attorneys, accountants and consultants (hereinafter sometimes referred to as the "Representatives"), all of whom agree to be bound by the terms and conditions of this Agreement.
The Potential Attendee understands that Nanobiosym has disclosed or intends to disclose Confidential Information to it. The Potential Attendee agrees that it will not use Confidential Information received from Nanobiosym, or any other party for or on behalf of Nanobiosym, for the purpose of discovering an invention whether patentable or not; patenting material or any improvement thereon; copyrighting material; or securing trade secrets or other intellectual property rights. In that context, the Potential Attendee understands and agrees that it will not for itself, or in conjunction with others, directly or indirectly, test, modify, manipulate, research, create a derivative, including but not limited to performing activities to understand structural activity relationships, mechanism activity relationships or mechanism of action of particular compounds, reverse engineer, replicate the Confidential Information, or otherwise work with or manipulate the Confidential Information in an effort to understand Nanobiosym’s proprietary technology or learn information not explicitly stated in the Confidential Information.
Such testing, manipulation, replication, work, reverse engineering or other research may only be undertaken and conducted through negotiated transactional documents which are mutually accepted, executed and delivered by the parties. This Agreement is not a transactional document. The Potential Attendee shall be liable for any and all direct and indirect damages, costs and expenses resulting from any violation of the above paragraph including, without limitation, reasonable attorneys’ fees and disbursements, consequential damages and lost profits.
In consideration of the willingness of Nanobiosym to disclose its Confidential Information to the Potential Attendee and, in recognition of the confidential nature thereof, the Potential Attendee hereby agrees that the Confidential Information will be kept strictly confidential and will be used solely for the purposes stated in this Agreement; and will not be copied, disclosed, distributed or disseminated to any person, firm or entity other than to the extent required for the intended purpose of this Agreement and only to a Representative, without the prior written consent of Nanobiosym. The Potential Attendee agrees that it will be responsible for any violation of this Agreement by a Representative, and that its Representatives shall keep such Confidential Information confidential. Prior to disclosing Confidential Information to a Representative, the Potential Attendee shall inform Nanobiosym of the identity of the Representative, and shall inform the Representative that (i) the information constitutes Confidential Information, (ii) that the Confidential Information is being provided in accordance with the terms and conditions of this Agreement and (iii) that the Representative is, by accepting the Confidential Information bound by and subject to the terms and conditions of this Agreement, as evidenced by the Representative signing a copy of this Agreement that the Potential Attendee shall preserve. Further, the Potential Attendee agrees to take such steps to protect and maintain the security and confidentiality of the Confidential Information as the Potential Attendee would take in the case of its own confidential business information.
The Potential Attendee agrees to notify Nanobiosym immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Potential Attendee or its Representatives, and will cooperate with Nanobiosym in every reasonable way to help Nanobiosym regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
The restraint on confidentiality provided herein shall not apply to any Confidential Information which:
a) Is or subsequently becomes part of the public domain, as demonstrated by contemporaneous documentation, through no fault of the Potential Attendee; or
b) Was known by the Potential Attendee at the time of disclosure and such prior knowledge can be demonstrated by the Potential Attendee through contemporaneous written records; or
c) Is required by law to be disclosed, but only after the Potential Attendee has given written notice to Nanobiosym and an opportunity for Nanobiosym, with the Potential Attendee’s cooperation, to seek injunctive relief and/or an appropriate Protective Order.
Notwithstanding the foregoing, any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the Potential Attendee unless the combination itself and principle of operation are published or available to the general public or are in the rightful possession of the Potential Attendee.
All Confidential Information shall remain the property of Nanobiosym, and no license or other rights to Nanobiosym’s Confidential Information is granted or implied hereby. All Confidential Information is being delivered “AS IS” without any representations or warranties and none are intended or implied.
It is agreed and understood that all documents and other materials which embody the Confidential Information will be returned to Nanobiosym immediately upon request, and no copies, extracts or other reproductions shall be retained by the Potential Attendee or the Representatives, except that one copy may be retained by the Potential Attendee’s legal counsel in a secure environment to ascertain compliance with this Agreement.
The Potential Attendee agrees that money damages will not be a sufficient remedy for any breach of this Agreement by it or its Representatives, and Nanobiosym shall be entitled, in addition to money damages, to specific performance and injunctive relief and any other appropriate equitable remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.
This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts applicable to agreements made and to be performed within the Commonwealth of Massachusetts. The parties represent and warrant to each other that the individual signing on their respective behalf has been duly authorized and empowered to execute and deliver this Agreement and the Agreement, when fully signed and delivered, is binding on Nanobiosym and the Potential Attendee.
BY CLICKING ON THE “REGISTER” BUTTON ON THE REGISTRATION FORM, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (2) YOU AGREE TO BE BOUND BY THIS AGREEMENT, (3) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU AND, AND (4) BY SO CLICKING, THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS OF YOU.