Decoding the Blood Code

MUTUAL NON-DISCLOSURE AGREEMENT This Agreement is entered into as of the date on which it is accepted (the “Effective Date”), by and between the company or individual that makes the documents available, as identified upon online registration, hereinafter known as "Party A", and the individual or entity that accesses or downloads the documents made available by Party A, hereinafter known as "Party B". WHEREAS Party A and Party B, hereinafter known as the “Parties”, have an interest in participating in discussions wherein either Party may share information with the other that the disclosing Party considers being proprietary and confidential to itself (“Confidential Information”); and WHEREAS the Parties agree that Confidential Information of a Party may include, but not be limited to, that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information; NOW, THEREFORE, the Parties agree as follows: 1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by email or written correspondence, or via other means of communication as might be appropriate. 2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (“Recipient”) shall, for a period of five years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information. For the avoidance of doubt, this Agreement governs only the non-disclosure of Confidential Information and does not restrict either Party’s use of its own knowledge, skills, ideas, concepts, or insights for its own business purposes, provided that such use does not involve the disclosure of the other Party’s Confidential Information to any third party in violation of this Agreement. 3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of such breach and, in the event of such breach, an award of actual damages from an Austrian court of competent jurisdiction. Notwithstanding the foregoing, in no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, or business opportunities, arising out of or in connection with this Agreement, regardless of the form of action. The aggregate liability of either Party arising out of or in connection with this Agreement shall in no event exceed EUR [Amount]. 4. The terms of this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the other Party’s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems, or techniques contemplated by or embodied in the Confidential Information, provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development. 5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information: (a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; (b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; (c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; (d) Is approved for release (and only to the extent so approved) by the disclosing Party; or (e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law. 6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture or other similar relationship between the Parties. 7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement. 8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement. 9. This Agreement shall remain in effect for a period of five years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement. 10. This contract shall be governed by the laws of the Federal Republic of Austria, with the exception of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG), insofar as these refer to foreign law. The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with this contract shall be Graz. The statutory provisions on exclusive places of jurisdiction shall remain unaffected. By clicking “Accept,” Party B confirms that it has read and understood this Agreement and agrees to be legally bound by its terms. Such electronic acceptance is given on the Effective Date and has the same legal effect as a handwritten signature.