Linköpings universitet through the Department […],
org. no. 202100-3096, (LiU)
referred to as “Party” and together as ‘the Parties’ below,
the following agreement of confidentiality (hereafter referred to as
“the Agreement”) have been concluded.
Parties are about to launch discussions in the purpose of exploring
the possibilities of a research collaboration.
This means that they will be exchanging information of a sensitive
nature, the diffusion of which may incur damage to the disclosing
Parties agree to the following conditions for confidential
information of this nature.
the exchange that will take place and its purpose, for example the
project that will be explored and why it needs the exchange of
Confidential Information. It is important to describe this carefully
to clearly define the extent of the Agreement.]
Parties intends to conclude a collaboration agreement if the
discussions lead to a collaboration. Such a collaboration agreement
may whole or partially replace this Agreement of Confidentiality.
referred to as
‘Confidential Information’, shall for the purposes of this
Agreement mean all types of information supplied that has been stated
as confidential, regardless of form, for example such information
that is related to business- or operational relations, inventions and
research results. Written Confidential Information shall be marked
with the words ‘Confidential Information’ upon disclosure. The
recipient of verbal Confidential Information is to be notified of the
confidential nature of the information at the time of the exchange.
Confidential Information is disclosed without the disclosing Party
making any guarantees regarding the information’s correctness,
usability, completeness, or infringement of third-party rights.
3. Commitment of confidentiality
Parties commits to:
the Information as strictly confidential, with at least the same
caution as the Party would treat its own Confidential information,
and not to reveal any part of it to any third party,
use the Information for any other purpose than what is agreed
between the Parties,
reveal any part of the Confidential Information to other employees
of the organisation than to those who need to know it in order to
perform their duties in connection with this Agreement. The Parties
will ensure that confidentiality is observed in regard to their
employees that have access to the Confidential Information.
commitments of confidentiality do not apply to information that:
the time of disclosure from the disclosing Party was known to the
general public or thereafter becomes known without violation to this
the receiving Party can show was known to it before the disclosure;
receiving Party duly have been made aware of independently of the
recipient has developed independently;
receiving Party discloses in accordance with mandatory law or a
in accordance with indent e do not, beyond that disclosure, release
Party from the commitment of confidentiality
under this Agreement.
5. Returning Information
Party shall, on request by the disclosing Party, or
when the discussions according to section 1 above have ceased,
without a request being necessary, immediately return all
Confidential Information received from the disclosing Party,
including all copies thereof. The receiving Party may by request to
the disclosing Party instead be allowed to destroy the Confidential
Information. In such a case a confirmation of destruction shall be
sent to the disclosing Party. On request the receiving Party shall
immediately cease all use of the Confidential Information. To the
extent needed due to mandatory law, the receiving Party have the
right to keep a copy of the Confidential Information.
6. Ownership of Information
rights of the Confidential Information shall remain with the
disclosing Party and the receiving Party shall have no rights to the
Confidential Information beyond what is stated in this Agreement.
7. Unauthorised use of Confidential
receiving Party commits to immediately inform the disclosing Party if
the receiving Party discovers or suspects that the Confidential
Information or some part of it has been disclosed to a person not
authorised under this Agreement to receive Confidential information.
The same applies if the receiving Party suspects that Confidential
Information is in such a person’s possession that is not authorised
according to this Agreement to have it or if the receiving Party in
any other way is aware of, or suspects, a violation of this
a Party causes the other Party damages through disclosure of
Confidential Information in violation of this Agreement, the causing
Party shall indemnify the other Party for the damages. The liability
for damages and the compensation for such damages under this
Agreement is limited to a total amount of 300 000 SEK.
claim for damages shall, in order to entitle to compensation, be made
writing as soon as possible after the damage is discovered. The right
to compensation is under all circumstances lost if the claim is not
presented within six (6) months of the damage becoming known to the
9. Term of the Agreement
Agreement is in effect from the date of the last signature and during
the time the Parties conducts the discussions according to section 1
above and for a period of three (3) years thereafter, but for a
maximum of five (5) years from the date of the last signature of the
10. Entire Agreement
Agreement constitutes the entire Agreement between the Parties
regarding confidentiality and cannot be changed in any way except
through a new, written agreement duly signed by the Parties.
regarding this agreement are to be resolved through negotiations
between representatives from the Parties. If no agreement can be made
it shall be settled by a Swedish court of law. The agreement shall be
construed in accordance with and governed by the laws of Sweden
excluding its conflict of law provisions.
Agreement has been drawn up in two (2) identical original copies, of
which the Parties have received one each.
Linköpings universitet For
Place and date:
Head of the Department …