The intellectual property rights related to this product are held by Orichiro Genomics,Inc. Customer shall respect the intellectual property rights including patents, and do not infringe.
1. The use of this product is limited to purchaser's own internal research only. Purchaser cannot have any rights to use this product or its components for any purposes including but not limited to diagnostics, prophylactics, and/or therapeutics or otherwise clinical trials.
2. Purchaser shall use the Products in compliance with all applicable laws, rules, regulations and guidelines including bioethics and biosafety. Agree not to reproduce, duplicate, copy, modify or reverse-engineer (or otherwise determine the chemical structure or sequence of) sell, resell or exploit any portion of the Service
3. In case of any uses outside this label license, including, without limitation, (1) use in product manufacturing or quality control, (2) use in provision of services, information or data, and (3) resale this product, any of its components, any of its modifications, or derivatives made using this product.Please contact OriCiro Genomics, Inc
For purposes of this Agreement, the term "Confidential Information" includes, but is not limited to, any and all proprietary, confidential or non-public formulae, data, samples, drawings, diagrams, plans, inventions, patent applications, biological or other physical materials, lists of or information relating to suppliers, customers, pricing, pricing methodologies, cost data, market share, marketing plans, licenses, financial forecasts, historical financial data, budgets, employees and consultants, and all other information provided by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether by oral, written, graphic or machine-readable format. Confidential Information will be protected hereunder (a) if in writing or other tangible form, it is conspicuously labeled at the time of delivery as Confidential Information, (b) if orally or visually disclosed, confirmed in writing as being confidential within thirty (30) days after the oral or visual disclosure, or (c) if such information, under the circumstances would appear to a reasonable person to be confidential or proprietary.
1. No Rights Granted
Nothing in this Agreement shall be construed as granting any rights to the Receiving Party under any patent, copyright or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Disclosing Party’s Confidential Information other than the limited right to review such Confidential Information solely for the Purpose. Nothing in this Agreement requires the disclosure of any Confidential Information, which shall be disclosed, if at all, solely at Disclosing Party’s option. Nothing in this Agreement requires the Disclosing Party to proceed with any subsequent relationship or transaction in connection with which the Confidential Information may be disclosed.
2.Information Not Covered
The obligations hereunder of non-use and non-disclosure shall not apply to the following information, which shall be excluded from the definition of Confidential Information, and which can be provided by written documentation to be: (a) information which was lawfully in Receiving Party’s possession in written or other tangible form prior to any disclosure by Disclosing Party; (b) information which is in, or comes into, the public domain through no fault of Receiving Party or its employees or agents; (c) information received by Receiving Party from a third party without an evident restriction and not in violation of any apparent duty of nondisclosure on the part of such third party; and (d) information which was independently developed by Receiving Party without reference to, exposure to, use of, or disclosure of any Confidential Information as shown by Recipient’s written records.
3. Obligation of Non-use and Non-disclosure
The Confidential Information shall be used solely for the Purpose. Receiving Party will not disclose or use the Confidential Information in any way or embody any of the Confidential Information in any of Receiving Party's products or services or exploit the Confidential Information in any way for any purpose other than the Purpose during the period of this Agreement and five (5) years after the termination hereof. Receiving Party will not, without Disclosing Party’s prior written consent, analyze, perform any qualitative or quantitative analysis, reverse engineer, copy, re-product, or in any other manner attempt to discover the contents, composition, design or makeup of any samples, materials, prototypes or devices provided by Disclosing Party.
4. Limiting Access to the Confidential Information
Receiving Party shall not disclose or permit disclosure of the Confidential Information to third parties, other than to Receiving Party's employees, directors, officers, affiliates, agents, consultants, advisors, or other representatives (collectively "Agents") who are required to have the information in order to carry out the discussions regarding the Purpose and who are bound by obligations of confidentiality as protective as those contained in this Agreement.
4. Duty of Care
Receiving Party agrees to take all reasonable measures to prevent disclosure of the Confidential Information to others, using at least the same degree of care as it uses to protect is own confidential, proprietary or trade secret information. Receiving Party agrees to take all necessary action to ensure that the Confidential Information is not used for any purpose other than to fulfill the Purposes under this Agreement.
5. Notice of Compelled Disclosure
In the event that Receiving Party becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or otherwise) to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy, or both, or waive compliance with the provisions of this Agreement. In the event that the Disclosing Party is unable to obtain a protective order or other appropriate remedy, or if it so directs the Receiving Party, the Receiving Party shall furnish only that portion of the Confidential Information that the Receiving Party is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information. For the avoidance of doubt, any such disclosure pursuant to this Section 7 shall not cause the information so disclosed to lose its confidential nature and such information shall remain Confidential Information in all other instances and circumstances.
6. Confidential Nature of Discussions
Neither Party will disclose the existence, nature or status of the investigations, discussions, or negotiations which take place concerning the purpose of this Confidentiality Agreement, without the prior written consent of the other Party.
7 No Agreement Regarding Transaction
Each Party understands that, except as expressly provided herein, no binding contract or agreement in connection with the Purpose will exist until a separate, definitive written agreement has been fully executed and delivered. Until such time as such a written agreement may be executed and delivered, neither Party shall have any legal obligation with respect to any transaction and either Party may discontinue furnishing information to the other Party at any time at its sole and absolute discretion.
8 Unauthorized Disclosure
In the event that Receiving Party becomes aware of a disclosure of any of the Confidential Information to any third party without the prior written consent of Disclosing Party, Receiving Party agrees to provide Disclosing Party with prompt, written notice of such disclosure so that Disclosing Party may seek appropriate remedies.
9 Injunctive Relief
Receiving Party acknowledges and agrees that (a) because of the unique nature of the Confidential Information, Disclosing Party may suffer irreparable harm in the event Receiving Party fails to comply with any of the terms of this Agreement, (b) monetary damages and other remedies at law may not be adequate in the event of such a breach, (c) Disclosing Party shall be entitled to seek injunctive relief from such court or courts as shall have jurisdiction, and (d) such injunctive relief shall be in addition to, and not in lieu of, other remedies available to Disclosing Party at law or in equity.
10. Accuracy of Information
Disclosing Party makes no representations or warranties, express or implied as to the accuracy or completeness of any information provided to Receiving Party. Receiving Party agrees that it is Receiving Party’s obligation to exercise appropriate due diligence and judgment on all material matters.