1

WIPO
WIPO/IP/KYI/00/3
ORIGINAL: English
DATE: May 17, 2000

WORLD INTELLECTUAL PROPERTY ORGANIZATION

Kyiv

Seminar organised by the WIPO, the International Association of the

Academies of Sciences and the National Academy of Sciences of Ukraine
Kyiv 17-19 May 2000

Confidentiality in Technology Transfer Agreements

Prof. Ph.D. Arnold Vahrenwald

Vahrenwald & Kretschmer
Lamontstr. 25
D-81679 Munich
Telephone: +49-89-99.75.01.54
Telefax: +49-89-99.75.01.55
Email: [email protected]

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Contents
Confidentiality in Technology Transfer Agreements......................................................1
Introduction.....................................................................................................................3
1. Confidentiality as a Means for the Protection of Technology.....................................3
2. The Protection of Secret Technologies.......................................................................3
2.1. Which Technologies Can Be Protected by Confidentiality?................................3
2.1.1. Technology....................................................................................................4
2.1.2. Not in the Public Domain..............................................................................4
2.2. Obligation of Protection in Civil Law..................................................................4
2.2.1. Contract.........................................................................................................4
2.2.2. Implied Duty of Confidence and Fiduciary Duties.......................................5
2.2.3. Protection Against Acts of Unfair Competition............................................5
2.3. Obligation of Protection in Criminal Law............................................................5
2.4. Duration of Protection..........................................................................................6
3. The Pre-contractual Relation.......................................................................................6
3.1. The Establishment of a Confidentiality Agreement.............................................6
3.2. Identification of Persons Involved in Negotiations..............................................7
3.3. Description of Confidential Technology..............................................................7
3.4. Preliminary Termination of Negotiations.............................................................7
4. Contractual Terms Concerning Confidentiality..........................................................7
4.1. Confidentiality Clauses........................................................................................7
4.2. Applicable Law in International Contracts..........................................................7
4.3. Penalty Clauses....................................................................................................8
4.4. Enforceability of Confidentiality Clauses and Competition Law........................8
4.4.1. Applicability of Rules of Competition Law..................................................8
4.4.2. Requirements Concerning the Confidential Technology..............................8
4.4.3. Generally Permissible Clauses......................................................................9
4.4.4. Clauses which May Be without Effect..........................................................9
4.5. Arbitration in International Contracts..................................................................9
4.6. Rules on Evidence................................................................................................9
4.7. Standards for the Classification of Confidential Technology............................10
4.8. Evaluation of Security of Information Systems.................................................11
5. Post-contractual Protection........................................................................................11
ANNEX 1. Model Clauses............................................................................................12
Confidentiality Provision in Employment Contract..................................................12
General Confidentiality Clause.................................................................................14
Non-disclosure Agreement Concerning the Communication of Confidential
Technology................................................................................................................17
Non-disclosure Agreement Concerning the Exchange of Confidential Technology 21
Research Agreement on Non-disclosure Concerning the Communication of
Confidential Technology...........................................................................................26
Confidentiality Clause in an Electronic Data Interchange Agreement.....................30
ANNEX 2: Article 39 TRIPs........................................................................................32
Websites....................................................................................................................33

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Introduction
Confidentiality clauses in technology transfer agreements serve to protect the
proprietary nature of the technology. The drafting of the appropriate clauses can be
essential for the maintenance of the value of the technology.

1. Confidentiality as a Means for the Protection of Technology

The role of confidentiality to protect technology increased during the recent decade.
This is, in part, due to the rising costs of patent protection, whether concerning the
grant of the patent or patent litigation. Another factor which favours confidentiality is
the short life of innovations with an industrial application. The increase in competition
has led to shorter periods within which new technologies can be exploited
successfully. Thus periods of several years which may be necessary to obtain patent
protection may be counteractive to the continuous innovation process.

The public interest in the communication of the patented technology has to be weighed
against the public interest in the use of products and processes which employ new but
secret technologies. If a system for the exploitation of new technologies under the
regime of secrecy is more advantageous to a society than the operation of a patent
system, the avoidance of the misallocation of resources demands the protection of
secrecy. Such a protection can be afforded by the legal recognition of the validity and
the enforcement of confidentiality clauses in technology transfer contracts.

2. The Protection of Secret Technologies

The confidentiality of technology can be protected in a variety of environments. In
order to avoid the disclosure of new technologies at an early stage it is essential to
oblige the personnel, to retain information which they obtained in the exercise of their
duties confidential.

During the initial phase it should be avoided to release information about the new
technology through its description. Thus any information relating to new technologies
should be kept secret at a degree equivalent to that which is required in the case of an
invention for which a patent will be applied for.

The improvements of information technologies may facilitate industrial espionage.

Accordingly, measures have to be implemented to safeguard the confidentiality by
appropriate technological means. These means should be implemented together with
rules which bind the staff of the organisation which owns the technology and of the
recipient to observe similar standards.

2.1. Which Technologies Can Be Protected by Confidentiality?

There is no inherent limit to the subject-matter of technological information which can
be protected by secrecy. Whereas technologies, in order to attract patent protection,
must be of industrial application, the secrecy may protect any technology which has a
value for the owner.

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However, there may be differences in national jurisprudence concerning the scope of

the protectable technology. Generally, it has to be differed between technologies
which appertain to an employer and the general skill which an employee acquired
during the performance of his contractual duties. After the termination of the
contractual relation, a non-competition clause may restrict the former employee from
working in sectors of the trade or industry which use competing technologies.
However, such clauses must not be in restraint of trade which means that they should
be limited in time and/or territory.

Another borderline may have to be drawn between Confidential technology and

information which is not protectable for reasons of the public interest. Accordingly,
technologies obtained by criminal activities would not merit protection by
confidentiality.

2.1.1. Technology
Secret technological information is generally differed from secret business
information. The definition of the technology protected by civil or criminal law
depends on the relevant applicable law. These definitions may vary, so that no general
assumptions about the protectability can be made. The application of the EU
Technology Transfer Block Exemption according to which clauses which might
restrain competition can be permissible, requires, for example, that the technology
must consist of a substantial and identified secret know-how.

2.1.2. Not in the Public Domain

Generally, technological information is protectable only if it does not belong to the
public domain. The text which is applied in many legal systems is not the text of
patentability, that is to say absolute secrecy, but 'relative' secrecy. Accordingly, it may
suffice, if the relevant technology cannot easily be obtained or if it is not publicly
accessible.

2.2. Obligation of Protection in Civil Law

The obligation concerning the protection of technology transfers can be based on civil
law, in particular on the law of contractual obligations, whether express or implied.

2.2.1. Contract
Confidentiality clauses outline the terms according to which secret technology will be
exchanged in technology transfer agreements. The conclusion of a confidentiality
agreement may precede the conclusion of the final technology transfer agreement,
because the parties may not be able to assess their interest in the conclusion of the final
contract before they can evaluate the technology. Accordingly, the parties may, before
the conclusion of the final contract on technology transfer which incorporates a
confidentiality clause, conclude a confidentiality agreement. This agreement should
outline obligations similar to those which will be incorporated in a clause in the final
contract.

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The conclusion of confidentiality agreements is of particular importance in the case of

not yet disclosed patentable inventions. The communication of such inventions
without the obligation of confidentiality could destroy the secrecy of the invention and
lead to its unpatentability.

2.2.2. Implied Duty of Confidence and Fiduciary Duties

Within certain relations there exists an implied duty of confidence. Thus a patent
attorney is, by reason of his professional duties, obliged to maintain information about
technologies which he obtained from his clients confidential. Also the staff of an
institute or a business will generally be considered impliedly bound to keep
confidential secret information about the employer's technologies. However, the scope
of the implied duty of confidence and fiduciary duties may be difficult to ascertain and
depend on the circumstances of the individual case. For this reason it is
recommendable to rely particularly in employment contracts on express clauses which
describe the scope of an employee's duty to keep his employers technological
information confidential.

Whether and up to which degree a business partner to whom confidential technologies

have been communicated will be obliged to preserve the secrecy of the information
may be controversial. For this reason it is useful to establish the conditions for the use
which the recipient of the information can make in a confidentiality agreement.

2.2.3. Protection Against Acts of Unfair Competition

The Italian Patent Act establishes in Article 6-bis the conditions for the protection of
secrets against acts of unfair competition. Accordingly a technology (a) must be secret,
that is to say not generally known or easily accessible by experts or persons working in
the sector, whether in whole or in the combination of its elements; (b) it must have an
economic value insofar as it is secret, and, (c) the holder of the secret must take
appropriate measures to maintain the secrecy. The Italian provision corresponds with
Article 39 of the TRIPs which obliges Contracting States to a particular protection of
secret information.

2.3. Obligation of Protection in Criminal Law

Protection of trade secrets by criminal law often differs between industrial secrets and
business secrets. This differentiation may be justified by the object of the protection,
either the industrial plant or the offices of an undertaking. The protection of trade
secrets by criminal law is of a considerable importance, because it constitutes a viable
threat against industrial espionage. A comprehensive protection may be established by
protection against three basic violations: first, against the breach of confidence by
employees during the subsistence of their contractual duties. Second, against the
espionage of a secret with technological means and third the unauthorised exploitation
of a secret or the communication of a secret which was obtained in an unauthorised
manner. In the sector of trade secrets processed electronically computer-related
offences have to be considered.

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2.4. Duration of Protection

Technologies are protectable by confidentiality only during the subsistence of secrecy.
If a technology is no longer secret, it cannot be protected by confidentiality
agreements. The delimitation between secret and not secret technologies may be made
by reference to its public accessibility. Once information has fallen into the public
domain, it is no longer secret. The standard to be applied for the delimitation may rely
on the accessibility of the information. If a technology can not without difficulty be
acquired by a member of the public, it appears that it is protectable by confidentiality.
The reason for this assumption is, that the information represents a valuable financial
interest. Accordingly, the 'holder' of the technology who has obtained it, either by his
own work, as a result of his undertaking's efficacy or as a result of an acquisition,
merits protection by the law.

Once the information is accessible without difficulties, the justification for its
protection by confidentiality fails and the legal order no longer sustains obligations
which would refrain a person from the use of such technologies. The legal systems,
whether based on common law or codified law, achieve very similar results. A popular
test developed in the common law system is referred to as the 'springboard' metapher:
"A person who has obtained information in confidence is not allowed to use it as a
springboard for activities detrimental to the person who made the confidential
communication, and springboard it remains even when all the features have been
published or can be ascertained by any member of the public. (...) The possessor of the
confidential information still has a long start over any member of the public"
(Roxburgh J., Terrapin v. Builders Supply (1976) UK, R.P.C. 375 at 392).

3. The Pre-contractual Relation

Before communicating the technology to third parties, the holder should consider
whether the state of the evolution of the technology justifies the risks deriving from the
divulgation. A confidentiality agreement with another party should only be concluded
if the development of the technology has progressed to such a degree that the
involvement of persons external to the own organisation is necessary.

3.1. The Establishment of a Confidentiality Agreement

The pre-contractual relations which are directed toward the conclusion of a
confidentiality agreement should identify the framework for the negotiation of the final
contract. The draft confidentiality agreement should contain the necessary information
about the parties and the persons involved in the negotiations, a brief description of the
Confidential technology and of the means used for communications between the
parties. This draft should be circulated between the parties and complemented with
regard to any details which may be helpful, in particular concerning the circle of
persons involved on each side and the means for communications.

3.2. Identification of Persons Involved in Negotiations

At the beginning of the negotiations, the circle of persons involved should be
identified. It may be useful if each party established a list of persons, describing their

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exact responsibilities, including addresses, telephone, fax and email contacts.

Additionally, it may be appropriate to identify the means for the communication
between the parties.

3.3. Description of Confidential Technology

During the pre-contractual phase it is important not to reveal the essential elements of
the technology through its description until the contractual partner has been found with
whom the final contractual arrangement will be concluded. The description of the
secret technology should disclose only as much information which the recipient needs
for the purpose envisaged. If negotiations are conducted with several potential
recipients, it is essential to limit the description of the technology in order to avoid that
those organisations with which no contract is concluded will not be able to exploit the
technology.

3.4. Preliminary Termination of Negotiations

If the negotiations did not lead to the conclusion of a confidentiality agreement or a
long term contract, the parties may terminate their relation at will. Occasionally, a
confidentiality agreement contains a clause in which the parties envisage a certain time
schedule for the conclusion of a final contract.

4. Contractual Terms Concerning Confidentiality

The contractual terms which bind a party to maintain a technology confidential is
based on the principle of the freedom of contract. However, this freedom is, in general,
limited in the public interest. Accordingly, obligations which contravene the public
order of a state are void, without effect and cannot be enforced before the courts of that
state.

4.1. Confidentiality Clauses

Confidentiality clauses may be a part of a contract. Such contracts may concern the
acquisition of a plant or company, they may relate to a licence for the use of a know-
how or a patented invention and other facts.

4.2. Applicable Law in International Contracts

If the parties to the agreement are established in different states it may be
recommendable if they chose the law applicable to the agreement. Since it can be
difficult for a party to accept the application of the law of the state where the other
party is established, they may consider the application of transnational rules of law or
the settlement according to equitable principles.

If a contract and the subsequent exchange of information is made electronically, the

parties should avoid doubts about the effects of the data exchange. It could be helpful
if the parties agreed upon the application of the UNCITRAL Model Law on Electronic
Commerce which defines, amongst others, the time of receipt of a data message and
which establishes rules on evidence concerning the use of electronic data messages.

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4.3. Penalty Clauses

Penalty clauses may be used to facilitate the obeisance with contractual obligations.
Such clauses are particularly useful in the case where it is difficult to calculate the
amount of damages. However, taking into account of the fact that at an early stage the
value of the Confidential technology will not easily be ascertainable, it may be
difficult to arrive at an amount of damages for a breach of the contract or
confidentiality which is acceptable for both parties.

4.4. Enforceability of Confidentiality Clauses and Competition Law

A confidentiality agreement constitutes a contract. Contracts are enforceable, unless
they violate the public order. In the case of agreements on Confidential technology the
enforcement may be refused according to a national jurisdiction if the agreement
constitutes a prohibited cartel fin restraint of competition. In particular the attempt to
'monopolise' the use of a secret technology may be reprehended, and also an attempt to
extend the recipient's obligation of confidentiality beyond the fall of the information
into the public domain. However, it is difficult to indicate in a general manner the
effect of confidentiality clauses, taking into account that the contractual types in which
such clauses are contained, may differ considerably. Thus a confidentiality clause may
be an element of a comprehensive licence contract which covers patented and non-
patented technologies, it may be contained in a pooling of patented technologies, in
cross-licence agreements and many other contractual types. Additionally, the
enforceability of confidentiality clauses depends on the relevant national law. Thus no
generally applicable rules can be indicated but only certain types of clauses which may
give rise to concern when their enforcement is sought for.

4.4.1. Applicability of Rules of Competition Law

The applicability of the rules of competition law requires that certain conditions are
fulfilled. For example, EU law prohibits in Article 81 of the EC Treaty only
agreements, decisions and concerted practices which have as their object or effect the
restriction of competition and which may affect the trade between member States. The
EU Technology Transfer Block Exemption of 1996 is applicable to patent or know-
how licences and mixed licences. If a clause meets with the conditions which are
restrictions of the type contained in the 'white list', the clause is exempt from the
prohibition of cartels. But there is also a list of 'black clauses' where the exemption
will not be available.

4.4.2. Requirements Concerning the Confidential Technology

The EU Technology Transfer Block Exemption is applicable to 'know-how' which is
secret, substantial and identified. This means that the know-how must not generally be
accessible, that it must include information which is useful and it must be described or
recorded in such a manner as to make it possible to verify that it satisfies the criteria of
secrecy and substantiality.

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4.4.3. Generally Permissible Clauses

Generally permissible clauses are standard confidentiality clauses and clauses which
extend the obligation of confidentiality beyond the duration of the contract, provided
that the technology is still secret; grant back clauses, by means of which the licensee is
obliged to communicate improvements to the licensor are admissible, if the obligation
is non-exclusive and reciprocal; quality standards or tie-in provisions for the supply of
goods or services from the licensor if these are technically justified by reference to the
technology; field of use restrictions by means of which the licensor limits the use to
certain industrial sectors.

4.4.4. Clauses which May Be without Effect

Without effect may be clauses by means of which the duration of the obligation to
maintain the technology confident is extended beyond the time when the information
has become part of the public domain; non-competition clauses by means of which the
licensee has to refrain from the development of competing technologies.

4.5. Arbitration in International Contracts

Should a dispute arise between the parties with regard to the confidentiality agreement
or the final contract, it may be recommendable to settle the dispute by arbitration.
Arbitration may be suggested if the parties wanted to avoid the subjection of the
dispute to the jurisdiction of national courts. In international agreements, especially the
institutional arbitration may offer an adequate service. Thus the parties may include in
their agreement an arbitration clause such as those offered by WIPO or other
institutions responsible for arbitration services.

In the case of confidentiality agreements it may be reasonable to resort to expedited

arbitration which is less expensive and more expeditious than the full-fledged
arbitration procedure. The recommended WIPO expedited arbitration clause states:
"Any dispute, controversy or claim arising under, out of or relating to this contract and
any subsequent amendments of this contract, including, without limitation, its
formation, validity, binding effect, interpretation, performance, breach or termination,
as well as non-contractual claims, shall be referred to and finally determined by
arbitration in accordance with the WIPO Expedited Arbitration Rules. The place of
arbitration shall be ... The language to be used in the arbitral proceedings shall be ...
The dispute, controversy or claim shall be decided in accordance with the law of ..."

4.6. Rules on Evidence

In a contract on technology transfer the parties may determine the burden of proof with
regard to the establishment of evidence. Whereas, as a general principle, the party
which asserts a proposition in its favour has to establish the proof of this assertion, the
parties may agree on an inversion of this rule in the case of the use of confidential
technologies. Accordingly, for the case that the Confidential technology is used in a
manner not covered by the contract, the parties may envisage that the burden of proof
concerning a contractual use of the Confidential technology vests upon the recipient.
By means of such a clause the burden of proof is imposed on the party which is 'closer'

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to the liability for having communicated the technologies. Accordingly, the inversion
of the basic rule of evidence appears justifiable. Since the recipient of the confidential
technology will have to indicate to the owner of the information the circle of the
persons to whom the information has been confided, it is not unreasonable to expect
that he will be able to discharge the burden of proof through appropriate statements
from these persons.

Differently, if the burden of proof vested with the owner of the information, he would
have to prove the facts establishing the unauthorised leaking of the technology. This is
a task which he will hardly be able to fulfil, taking into account that there may be a
collusion of interests between the recipient and the unauthorised user in the free use of
the technology.

4.7. Standards for the Classification of Confidential Technology

The standards for the classification of confidential technology may vary between
different organisations, in particular if they are established in different states. It is
useful to provide for the marking of confidential technology, no matter on which
carrier the information is stored. Internal rules could establish definitions for unified
classification markings (see for example the OECD Guidelines for the Security of
Information Systems and its Review of 1998). The degrees of confidentiality may
vary.

Marking should be foreseen for information whose unauthorised disclosure would

cause significant harm to the interests of the organisation. Such a harm would consist
in a financial loss in the loss of profitability or opportunity. A higher standard for
marking should be provided for information whose unauthorised disclosure would
cause serious damage to the interests of the organisation. Such harm would be caused
by serious damage to the interests of the organisation, or serious financial loss, or a
severe loss of profitability or opportunity.

Minimum standards should be established for the handling of the relevant technology
covered by markings. In particular, rules should regulate the access to the relevant
information, the storing, handling and transmission. It could be provided where the
markings should be attached on the material carrier of the secret information, whether
such technology may be communicated abroad, and whether personnel security checks
should be carried out. Particular rules should cover information technology systems
and the handling and storage of confidential technology on such systems. The
conditions for release of the confidential technology may be established and for
copying. Conditions for sending by post, courier service, fax and electronic
communications technologies, for example by reference to encryption standards,
should be identified. Also the circumstances under which such information may be
destroyed could be defined and whether carriers containing the information may be
taken on journeys and home by employees.

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4.8. Evaluation of Security of Information Systems

The definition of the security of information systems used for the communication of
confidential technology or other sensitive information is increasingly important. The
definition of the standards to be used depends essentially on technological
developments and may have to be adapted accordingly. The EU Commission's Joint
Research Centre offers an 'Advanced Software Toolset for System Dependability
Analysis'.

5. Post-contractual Protection
The confidentiality agreement may provide for post-contractual obligations, for
example concerning the maintenance of the confidentiality. Generally, such a clause,
by means of which the recipient is obliged to keep the technology confidential after the
termination of the contractual relation will be considered valid. But, if, subsequent to
the communication to the recipient, the technology has become part of the public
domain, such a clause will hardly be enforceable.

Post-contractual obligations may bind employees not to divulge technologies which

they have acquired during the performance of their employment contract. It may be
difficult to differentiate between the employer's technologies and the professional skill
which the employee obtained in the execution of his contract. The latter will belong to
him, and the confidentiality clause cannot refrain the employee from making use of it.

Non-competition and non-solicitation clauses are additional means to limit the use of a
protected technology beyond the duration of a contract. The validity of such clauses
depends on the relevant national law. Such clauses should be limited in time and in
territory. In the case of labour law the validity of such clauses may depend on the
stipulation of a financial compensation for the benefit of the former employee.

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ANNEX 1. Model Clauses

Confidentiality Provision in Employment Contract

1. Definition
Confidential Information is any technical or business information of the employer, not
in the public domain, which:
- is marked 'confidential', or
- is confidential by nature, or
- is communicated to the employee as confidential information.

2. Use of Confidential Information

2.1. During the employment the staff member will make use of the employer's
confidential information only for purposes of his contractual duties.
2.2. The staff member will keep the confidential information secure.
2.3. Confidential information may be disclosed only to persons who need to know it
in order to perform their duties or obligations for the employer, provided that
they undertake themselves to keep the information confidential. To other
persons confidential information may only be disclosed if the law so requires.

3. Security of Information Systems

3.1. The staff member is obliged to use a password coordinated with his senior for
the protection of his computer terminal against access by unauthorised persons.
3.2. Before leaving his workplace the staff member is obliged to switch off his
computer terminal.
3.3. The staff member is obliged to use a password permitting access to his email
account.
3.4. The staff member is cooperate with the security officer and to follow his
directives concerning the security of information systems.

4. Termination of the Employment Contract

4.1. On the termination of the contract the employee is obliged to render to the
employee and documentation which he may have containing any confidential
information which he has obtained during the subsistence of the contract.
4.2. After the termination of the contract the employee has to refrain from using any
confidential information which he has obtained during the subsistence of the
contract.

5. Post-contractual Obligations
5.1. Non-competition: after the termination of the employment the staff member
may not, directly or indirectly be engaged in any business which is, in whole
or in part, competing with the business of the employer.
5.2. The obligation of non-competition has a duration of ... months/years.

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5.3. The obligation of non-competition concerns the territory of: ...

provinces/districts.
5.4. During the obligation of non-competition the employee may not provide
consultancy to any business which is, in whole or in part, in competition with
the business of the employer.
5.5. Non-solicitation: after the termination of the employment the staff member
may not, directly or indirectly, solicit or accept the business of any client for
whom the employer provided goods or services within the last ... months/years
before the termination of the contract or with any person with whom the
employer had negotiated the supply of goods or services during this period.
5.6. The obligation of non-solicitation has a duration of ... months/years.

6. Severability
6.1. The parties agree that each of the covenants are separate and severable.
6.2. If any such covenant should be void or without effect for whatever reason, the
parties agree that such covenant shall be applicable with such deletions as may
be necessary to render it valid and effective.

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General Confidentiality Clause

Confidentiality clause to be used for a variety of agreements between the parties to a

contract, here named an "Institute" and a "Recipient"

1. Definition of Confidential Technology

Confidential Technology means any technology which is communicated in written or
graphic form on a material support whatsoever or which is communicated orally,
including, but not limited to, scientific knowledge, patentable and unpatentable
inventions, know-how, plans, biological materials, products, processes, mathematical
and/or other formulae, codes and/or computer software.

2. Use of Confidential Technology

The Recipient may not use the Confidential Technology for any other purposes than
those described in this agreement.

3. Disclosure of Confidential Technology and Marking

3.1. Any Confidential Technology disclosed within the framework of this agreement
shall be in writing. Any such writing shall be marked with the word
"CONFIDENTIAL" and the date of the communication.
3.2. If exceptionally oral communication of Confidential Technology is made, it shall
be confirmed in writing, marked with the word "CONFIDENTIAL" and the date of the
communication.

4. Communication of Confidential Technology

4.1. The Recipient will not communicate the Confidential Technology or any part
thereof to any person or organisation outside of the scope of this Agreement.
The Recipient will limit the communication of the Confidential Technology within his
organisation to a circle of persons which is communicated to the Institute and which is
aware of this Agreement.
4.2. The Recipient shall bind the persons within his organisation to whom the
Confidential Technology is communicated by the terms of this Agreement.
4.3. The Recipient may communicate Confidential Technology to third parties to the
extent contemplated by this Agreement, on the condition that the Recipient enters into
an agreement with the third party which binds the third party on equivalent
confidentiality terms to those contained in this Agreement.

5. Use of Confidential Technology

5.1. The Recipient will make use of the Confidential Technology exclusively for the
purposes of this Agreement.
5.2. Any use of the Confidential Technology by the Recipient beyond the purpose of
this Agreement requires the prior written authorisation by the Institute.

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5.3. Nothing in this clause shall be construed to grant the Recipient a licence for the
use of the Confidential Technology.

6. Information in the Public Domain

The obligation of confidentiality does not relate to technologies which became part of
the public domain without the fault of the Recipient.

Alternatively:
6.1. The obligation of confidentiality does not relate to technologies which became
part of the public domain prior to the date the Confidential Technology was marked
"CONFIDENTIAL"; or
6.2. The obligation of confidentiality does not relate to technologies which became
part of the public domain not due to some unauthorised act by or omission of the
Recipient after this Agreement is executed; or
6.3. The Recipient can demonstrate by written records that it developed such
Confidential Technology independently of the Institute; or
6.4. The Confidential Technology was disclosed to the Recipient by a third person
who had the right to make such a disclosure.

7. Treatment of Confidential Technology

7.1. The Recipient will treat the Confidential Technology according to the standards of
a reasonable man, taking into account of the circumstances of the case and the state of
the art.
7.2. The Recipient will treat the Confidential Technology at least with the same degree
of care as he treats his own Confidential Technology.

8. Evidence
In the case of the use of a Institute's Confidential Technology by the Recipient or a
third person which is not based on this agreement the burden of proof that the use is
authorised lies on the Recipient.

9. Duration of Obligation of Confidence

Without regard to the duration of the Agreement, the Recipient shall be obliged to treat
the Confidential Technology as confidential during a period of five years subsequent
to the signature of the Agreement.

for the Institute:

..........................................................
place, date

for the Recipient:

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 16

...........................................................
place, date

Witnessed by:

...........................................................
place, date

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

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Non-disclosure Agreement Concerning the Communication of

Confidential Technology

Non-disclosure Agreement between

...
the "Institute"

and

...
the "Recipient"

Whereas the Institute has developed a technology concerning a:

- (a) a technological product:.........................................................................................

- (b) a technological process...........................................................................................

which is considered secret and which is referred to as Confidential Technology;

Whereas the Institute is desirous of disclosing the Confidential Technology as herein

defined to the Recipient under the condition of confidentiality with the aim to enable
the Recipient to:

- (a) produce a prototype of the product for use in industrial application;

- (b) develop the process up to the stage of industrial application; and/or

- (c) assess the appropriateness of the establishment of a collaborative Agreement;

Whereas the Recipient has an interest to use the Confidential Technology for the
purposes of:.......................................................................................................................

The parties agree as follows:

1. Definition of Confidential Technology

Confidential Technology means any technology which is communicated in written or
graphic form on a material support whatsoever or which is communicated orally,
including, but not limited to, scientific knowledge, patentable and unpatentable
inventions, know-how, plans, biological materials, products, processes, mathematical
and/or other formulae, codes and/or computer software.

2. Use of Confidential Technology

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 18

The Recipient may not use the Confidential Technology for any other purposes than
those described in this agreement.

3. Disclosure of Confidential Technology and Marking

3.1. Any Confidential Technology disclosed within the framework of this agreement
shall be in writing. Any such writing shall be marked with the word
"CONFIDENTIAL" and the date of the communication.
3.2. If exceptionally oral communication of Confidential Technology is made, it shall
be confirmed in writing, marked with the word "CONFIDENTIAL" and the date of the
communication.

4. Communication of Confidential Technology

4.1. The Recipient will not communicate the Confidential Technology or any part
thereof to any person or organisation outside of the scope of this Agreement.
4.2. The Recipient will limit the communication of the Confidential Technology
within his organisation to a circle of persons which is communicated to the Institute
and which is aware of this Agreement.
4.3. The Recipient shall bind the persons within his organisation to whom the
Confidential Technology is communicated by the terms of this Agreement.

5. Use of Confidential Technology

5.1. The Recipient will make use of the Confidential Technology exclusively for the
purposes of this Agreement with the aim to establishing a close cooperation between
the parties.
5.2. Any use of the Confidential Technology by the Recipient beyond the purpose of
this Agreement requires the prior written authorisation by the Institute.

6. Information in the Public Domain

The obligation of confidentiality does not relate to technologies which became part of
the public domain without the fault of the Recipient.

Alternatively:
6.1. The obligation of confidentiality does not relate to technologies which became
part of the public domain prior to the date the Confidential Technology was marked
"CONFIDENTIAL"; or
6.2. The obligation of confidentiality does not relate to technologies which became
part of the public domain not due to some unauthorised act by or omission of the
Recipient after this Agreement is executed; or
6.3. The Recipient can demonstrate by written records that it developed such
Confidential Technology independently of the Institute; or
6.4. The Confidential Technology was disclosed to the Recipient by a third person
who had the right to make such a disclosure.

7. Treatment of Confidential Technology

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 19

7.1. The Recipient will treat the Confidential Technology according to the standards of
a reasonable man, taking into account of the circumstances of the case and the state of
the art.
7.2. The Recipient will treat the Confidential Technology at least with the same degree
of care as he treats his own Confidential Technology.

8. Evidence
In the case of the use of a Institute's Confidential Technology by the Recipient or a
third person which is not based on this agreement the burden of proof that the use is
authorised lies on the Recipient.

9. Assignment of Agreement
The parties to this Agreement agree that the rights and duties under this Agreement are
not assignable unless with the prior written approval by the other party.

10. Termination of Agreement

10.1. On the termination of the Agreement the Recipient is obliged to render to the
Institute any documents received during the term of the Agreement, including any
copies which may have been made for the execution of this Agreement and models,
samples or specimen embodying the Confidential Technology.
10.2. The Recipient is not authorised to make use of the Confidential Technology
beyond the term of this Agreement.

11. Duration of Agreement

11.1. This Agreement begins on.........................................
11.2. It terminates on...................................
or at any time before that date if the Recipient has evaluated the technology and
notified the Institute in writing that it is no longer interested in continuing with the
evaluation or if it is determined by either party that an agreement concerning the use of
the Confidential Technology cannot be successfully negotiated.

12. Breach of Agreement

In the case of a breach of this Agreement by the Recipient the Institute shall be entitled
to terminate this Agreement.
In the case of a breach of confidence the Recipient shall pay the Institute a penalty of:
.................................................

13. Form and Limitations

13.1. This Agreement is in writing.
13.2. This Agreement embodies all the understanding between the parties concerning
the Confidential Technology.
13.3. Any amendments or modifications to this Agreement must be made in writing
and signed by the parties.
13.4. This Agreement does not grant a licence or conveyance of any rights in the use
of the Confidential Technology for the commercial exploitation.

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 20

14. Applicable Law

The parties to this Agreement choose the law of the state
of .................................................................... as the law applicable to the Agreement,
any data messages by the parties shall be subject to the UNCITRAL Model Law on
Electronic Commerce.

Alternatively:
The parties authorise the arbitrator to settle the dispute on equitable principles.

15. Settlement of Disputes

In the case of a dispute between the parties relating to this agreement the issue shall be
solved by expedited arbitration. The proceedings shall be kept confidential. The body
responsible for arbitration shall be:
- WIPO

Alternatively
- ..................................................................

for the Institute:

..........................................................
place, date

for the Recipient:

...........................................................
place, date

Witnessed by:

...........................................................
place, date

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

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Non-disclosure Agreement Concerning the Exchange of Confidential

Technology

Non-disclosure Agreement concerning the exchange of Confidential Technology

between:

...
the "Institute"

and

...
the "Recipient"

Whereas the Organisation has developed a technology concerning a:

- (a) a technological product:.........................................................................................

- (b) a technological process...........................................................................................

which is considered secret and which is referred to as Confidential Technology;

Whereas the Institute is desirous of disclosing the Confidential Technology as herein

defined to the Recipient under the condition of confidentiality with the aim to enable
the parties to:

- (a) produce a prototype of the product for use in industrial application;

- (b) develop the process up to the stage of industrial application; and/or

- (c) assess the appropriateness of the establishment of a collaborative Agreement;

Whereas the Recipient owns a Confidential Technology concerning a:

- (a) a technological product:.........................................................................................

- (b) a technological process...........................................................................................

which is considered secret and which is referred to as Confidential Technology;

Whereas the Recipient is desirous of disclosing the Confidential Technology as herein

defined to the Institute under the condition of confidentiality with the aim to enable the
parties to:

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 22

- (a) produce a prototype of the product for use in industrial application;

- (b) develop the process up to the stage of industrial application; or

- (c) assess the appropriateness of the establishment of a collaborative Agreement;

The parties agree as follows:

1. Definition of Confidential Technology

Confidential Technology means any technology which is communicated in written or
graphic form on a material support whatsoever or which is communicated orally,
including, but not limited to, scientific knowledge, patentable and non-patentable
inventions, know-how, plans, biological materials, products, processes, mathematical
and/or other formulae, codes and/or computer software.

2. Use of Confidential Technology

A party may not use the other party's Confidential Technology for any other purposes
than those described in this agreement.

3. Disclosure of Confidential Technology and Marking

3.1. Any Confidential Technology disclosed within the framework of this agreement
shall be in writing. Any such writing shall be marked with the word
"CONFIDENTIAL" and the date of the communication.
3.2. If exceptionally oral communication of Confidential Technology is made, it shall
be confirmed in writing, marked with the word "CONFIDENTIAL" and the date of the
communication.

4. Communication of Confidential Technology

4.1. A party will not communicate the other party's Confidential Technology or any
part thereof to any person or organisation outside of the scope of this Agreement.
4.2. A party will limit the communication of the other party's Confidential Technology
within his organisation to a circle of persons which is communicated to the other party
and which is aware of this Agreement.
4.3. A party shall bind the persons within his organisation to whom the other party's
Confidential Technology is communicated by the terms of this Agreement.

5. Use of Confidential Technology

5.1. The Recipient will make use of the Confidential Technology exclusively for the
purposes of this Agreement with the aim to establishing a close cooperation between
the parties.
5.2. Any use of a party's Confidential Technology by the other party beyond the
purpose of this Agreement requires the prior written authorisation by the other party.

6. Information in the Public Domain

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 23

The obligation of confidentiality does not relate to technologies which became part of
the public domain without the fault of the party to whom the Confidential Technology
was communicated.

Alternatively:
6.1. The obligation of confidentiality does not relate to technologies which became
part of the public domain prior to the date the Confidential Technology was marked
"CONFIDENTIAL"; or
6.2. The obligation of confidentiality does not relate to technologies which became
part of the public domain not due to some unauthorised act by or omission of the other
party after this Agreement is executed; or
6.3. The other party can demonstrate by written records that it developed such
Confidential Technology independently of the party which communicated the
Confidential Technology; or
6.4. The Confidential Technology was disclosed to the other party by a third person
who had the right to make such a disclosure.

7. Treatment of Confidential Technology

7.1. Each party will treat the other party's Confidential Technology according to the
standards of a reasonable man, taking into account of the circumstances of the case and
the state of the art.
7.2. Each party will treat the other party's Confidential Technology at least with the
same degree of care as he treats his own Confidential Technology.

8. Evidence
In the case of the use of a party's Confidential Technology by the other party or a third
person which is not based on this agreement the burden of proof that the use is
authorised lies on the other party.

9. Assignment of Agreement
The parties to this Agreement agree that the rights and duties under this Agreement are
not assignable unless with the prior written approval by the other party.

10. Termination of Agreement

10.1. On the termination of the Agreement each party is obliged to render to the other
party any documents received during the term of the Agreement, including any copies
which may have been made for the execution of this Agreement and models, samples
or specimen embodying the other party's Confidential Technology.
10.2. A party is not authorised to make use of the other party's Confidential
Technology beyond the term of this Agreement.

11. Duration of Agreement

11.1. This Agreement begins on.........................................
11.2. It terminates on...................................

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 24

or at any time before that date if a party has evaluated the technology and notified the
other party in writing that it is no longer interested in continuing with the evaluation or
if it is determined by either party that an agreement concerning the use of the
Confidential Technology cannot be successfully negotiated.

12. Breach of Agreement

In the case of a breach of this Agreement by a party the other party shall be entitled to
terminate this Agreement.
In the case of a breach of confidence the Recipient shall pay the Institute a penalty of:
.................................................
In the case of a breach of confidence the Institute shall pay the Recipient a penalty of:
.................................................

13. Form and Limitations

13.1. This Agreement is in writing.
13.2. This Agreement embodies all the understanding between the parties concerning
the Confidential Technology.
13.3. Any amendments or modifications to this Agreement must be made in writing
and signed by the parties.
13.4. This Agreement does not grant a licence or conveyance of any rights in the use
of the Confidential Technology for the commercial exploitation.

14. Applicable Law

The parties to this Agreement choose the law of the state
of .................................................................... as the law applicable to the Agreement
any data messages by the parties shall be subject to the UNCITRAL Model Law on
Electronic Commerce.

Alternatively:
The parties authorise the arbitrator to settle the dispute on equitable principles.

15. Settlement of Disputes

In the case of a dispute between the parties relating to this agreement the issue shall be
solved by expedited arbitration. The proceedings shall be kept confidential. The body
responsible for arbitration shall be:
- WIPO

Alternatively
- ..................................................................

for the Institute:

..........................................................
place, date

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 25

for the Recipient:

...........................................................
place, date

Witnessed by:

...........................................................
place, date

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 26

Research Agreement on Non-disclosure Concerning the Communication

of Confidential Technology

Non-disclosure Agreement concerning the communication of Confidential Technology

for purposes of research between:

...
the "Organisation"

and

...
the "Institute"

Whereas the Organisation has developed a technology concerning a:

- (a) a technological product:.........................................................................................

- (b) a technological process...........................................................................................

which is considered secret and which is referred to as Confidential Technology;

Whereas the Organisation is desirous of disclosing the Confidential Technology as

herein defined to the Institute under the condition of confidentiality with the aim to
enable the Institute to:

- (a) produce a prototype of the product for use in industrial application;

- (b) develop the process up to the stage of industrial application; and/or

- (c) assess the appropriateness of the establishment of a collaborative Agreement;

Whereas the Institute has an interest to use the Confidential Technology for the
purposes of:.......................................................................................................................

The parties agree as follows:

1. Definition of Confidential Technology

Confidential Technology means any technology which is communicated in written or
graphic form on a material support whatsoever or which is communicated orally,
including, but not limited to, scientific knowledge, patentable and non-patentable
inventions, know-how, plans, biological materials, products, processes, mathematical
and/or other formulae, codes and/or computer software.

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 27

2. Use of Confidential Technology

The Institute may not use the Confidential Technology for any other purposes than
those described in this agreement.

3. Disclosure of Confidential Technology and Marking

3.1. Any Confidential Technology disclosed within the framework of this agreement
shall be in writing. Any such writing shall be marked with the word
"CONFIDENTIAL" and the date of the communication.
3.2. If exceptionally oral communication of Confidential Technology is made, it shall
be confirmed in writing, marked with the word "CONFIDENTIAL" and the date of the
communication.

4. Communication of Confidential Technology

4.1. The Institute will not communicate the Confidential Technology or any part
thereof to any person or organisation outside of the scope of this Agreement.
4.2. The Institute will limit the communication of the Confidential Technology within
its establishment to a circle of persons which is communicated to the Organisation and
which is aware of this Agreement.
4.3. The Institute shall bind the persons within its establishment to whom the
Confidential Technology is communicated by the terms of this Agreement.

5. Use of Confidential Technology

5.1. The Institute will make use of the Confidential Technology exclusively for the
purposes of this Agreement with the aim to establishing a close cooperation between
the parties.
5.2. Any use of the Confidential Technology by the Institute beyond the purpose of
this Agreement requires the prior written authorisation by the Organisation.

6. Information in the Public Domain

The obligation of confidentiality does not relate to technologies which became part of
the public domain without the fault of the Institute.

Alternatively:
6.1. The obligation of confidentiality does not relate to technologies which became
part of the public domain prior to the date the Confidential Technology was marked
"CONFIDENTIAL"; or
6.2. The obligation of confidentiality does not relate to technologies which became
part of the public domain not due to some unauthorised act by or omission of the
Institute after this Agreement is executed; or
6.3. The Institute can demonstrate by written records that it developed such
Confidential Technology independently of the Organisation; or
6.4. The Confidential Technology was disclosed to the Institute by a third person who
had the right to make such a disclosure.

7. Treatment of Confidential Technology

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 28

7.1. The Institute will treat the Confidential Technology according to the standards of
a reasonable man, taking into account of the circumstances of the case and the state of
the art.
7.2. The Institute will treat the Confidential Technology at least with the same degree
of care as it treats its own Confidential Technology.

8. Evidence
In the case of the use of the Confidential Technology by the Institute or a third person
which is not based on this agreement the burden of proof that the use is authorised lies
on the Institute.

9. Assignment of Agreement
The parties to this Agreement agree that the rights and duties under this Agreement are
not assignable unless with the prior written approval by the other party.

10. Termination of Agreement

10.1. On the termination of the Agreement the Institute is obliged to render to the
Organisation any documents received during the term of the Agreement, including any
copies which may have been made for the execution of this Agreement and models,
samples or specimen embodying the Confidential Technology.
10.2. The Institute is not authorised to make use of the Confidential Technology
beyond the term of this Agreement.

11. Duration of Agreement

11.1. This Agreement begins on.........................................
11.2. It terminates on...................................
or at any time before that date if the Institute has evaluated the technology and notified
the Organisation in writing that it is no longer interested in continuing with the
evaluation or if it is determined by either party that an agreement concerning the use of
the Confidential Technology cannot be successfully negotiated.

12. Breach of Agreement

In the case of a breach of this Agreement by the Institute the Organisation shall be
entitled to terminate this Agreement.
In the case of a breach of confidence the Institute shall pay the Organisation a penalty
of:.................................................

13. Form and Limitations

13.1. This Agreement is in writing.
13.2. This Agreement embodies all the understanding between the parties concerning
the Confidential Technology.
13.3. Any amendments or modifications to this Agreement must be made in writing
and signed by the parties.
13.4. This Agreement does not grant a licence or conveyance of any rights in the use
of the Confidential Technology for the commercial exploitation.

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 29

14. Applicable Law

The parties to this Agreement choose the law of the state
of .................................................................... as the law applicable to the Agreement
any data messages by the parties shall be subject to the UNCITRAL Model Law on
Electronic Commerce.

Alternatively:
The parties authorise the arbitrator to settle the dispute on equitable principles.

15. Settlement of Disputes

In the case of a dispute between the parties relating to this agreement the issue shall be
solved by expedited arbitration. The proceedings shall be kept confidential. The body
responsible for arbitration shall be:
- WIPO

Alternatively
- ..................................................................

for the Organisation:

..........................................................
place, date

for the Institute:

...........................................................
place, date

Witnessed by:

...........................................................
place, date

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

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Confidentiality Clause in an Electronic Data Interchange Agreement

1. Confidentiality of Data
All messages shall be handled confidentially by taking into account the scope of this
Agreement and the Individual Agreement concerned. In particular, each party must
ensure that the number of persons dealing with the processing of Messages is restricted
as far as possible and that all persons involved are obliged to observe the security and
confidentiality measures provided in the Agreement and in each of the Individual
Agreement concerned when processing Messages.

2. Security Obligations and Checking of Malfunctions and Errors

Each party is obliged to protect against unauthorised access to its communications
equipment by third parties, unauthorised transmission of messages or similar misuse of
its communications equipment, as well as against loss of input and output of data after
the Data transmission or Data retrieval of messages. The standard of care required
from the parties shall be the prevailing state of the art, in accordance with the
catalogue of requirements annexed hereto as Appendix.

3. Disruptions, Malfunctions and Errors Avoidance

3.1. If one party detects a disruption in the Communications System or if there is
justified reason to presume such a disruption, the said party is obliged to inform the
other party immediately. This obligation shall remain in force regardless of the area of
responsibility in which the source of the detected or presumed disruption is located. If
necessary, a means of communication other than the communication system (for
example telephone, telex, telefax) must be chosen for notification.
3.2. Irrespective of the obligation to notify in accordance with the prevailing
paragraph, each party must in such cases take all measures available to such party to
identify and avoid errors in order to reduce damage, provided that the extent of the
measures is not unreasonably out of proportion to the resultant reduction of damage.

4. Liability
4.1. Each party is liable for any damage arising from errors or disruptions within the
party's sphere of responsibility. If. In connection with the occurrence of the damaging
event, any of the obligations concerning security obligations and checking of
malfunctions and errors and disruptions, malfunctions and errors avoidance is not
discharged by any of the parties there shall be a rebuttable presumption that the
damage has resulted from an error or a disruption having occurred within the sphere of
responsibility of such party.
4.2. The sphere of responsibility of the sender of messages shall cover its
communications equipment, its communications security and the period of time until
receipt of the Message. The sphere of responsibility of the recipient of Messages shall
cover its communications equipment, its communications security and the period of
time following receipt of the message.

Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements

 31

4.3. Each party shall bear the costs of identifying errors which are located or arise
within its sphere of responsibility. If an error occurs which cannot definitely be
assigned to either party's sphere of responsibility, the party most likely to have been in
a position to avoid the error shall bear the entire costs of the search for errors. If this
can also not be clarified, each party shall bear one half the costs of identifying the
error.
4.4. The liability pursuant to the first paragraph shall cover all personal injury, damage
to property and pecuniary loss including the costs of identifying errors, regardless of
which party has borne the costs in the first place in accordance with the last paragraph.
Compensation for damage to property and pecuniary loss shall be limited to a
maximum amount of ... of the damage incurred by the other party as a result of
reliance on the authenticity, accuracy or completeness of the message. Liability for
damages shall arise only insofar as the other party was unaware that the message was
not authentic, accurate or complete and also could not, with reasonable care, have
recognised this fact. The maximum amount for intangible damage is ...

5. Message Encryption
5.1. Message encryption is a procedure in accordance with the Appendix to this
Agreement which makes confidential messages unreadable, and thus protected from
access by third parties.
5.2. In this connection it may be agreed that messages, in total or in part, are to be
encrypted. Message encryption will be provided for on the basis of commonly defined
standards.

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ANNEX 2: Article 39 TRIPs

Article 39
(1) In the course of ensuring effective protection against unfair competition as
provided in Article 10bis of the Paris Convention (1967), Members shall protect
undisclosed information in accordance with paragraph 2 and data submitted to
governments or governmental agencies in accordance with paragraph 3.
(2) Natural and legal persons shall have the possibility of preventing information
lawfully within their control from being disclosed to, acquired by or used by
others without their consent in a manner contrary to honest commercial practices
(see footnote 10) so long as such information:
(a) is secret in the sense that it is not, as a body or in the precise configuration and
assembly of its components, generally known among or readily accessible to
persons within the circles that normally deal with the kind of information in
question;
(b) has commercial value because it is secret; and
(c) has been subject to reasonable steps under the circumstances, by the person
lawfully in control of the information, to keep it secret.
(3) Members, when requiring, as a condition of approving the marketing of
pharmaceutical or of agricultural chemical products which utilise new chemical
entities, the submission of undisclosed test or other data, the origination of which
involves a considerable effort, shall protect such data against unfair commercial
use. In addition, Members shall protect such data against disclosure, except where
necessary to protect the public, or unless steps are taken to ensure that the data are
protected against unfair commercial use.

Footnote 10:
For the purpose of this provision, "a manner contrary to honest commercial practices"
shall mean at least practices such as breach of contract, breach of confidence and
inducement to breach, and includes the acquisition of undisclosed information by third
parties who knew, or were grossly negligent in failing to know, that such practices
were involved in the acquisition.

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Selected List of Literature

Basic Electronic Data Interchange (EDI) Agreement, EDI Law Review 3 (1996) 53-62

BAUMBACH/HEFERMEHL: "Wettbewerbsrecht", 21st ed., C.H. Beck, Munich 1999

Georges BONNET, ed.: "Code de la Propriété Intellectuelle", Dalloz, Paris 2000

William R. CORNISH: "Intellectual Property", 3rd ed., Sweet & Maxwell, London 1996

John HULL: "Commercial Secrecy", Sweet & Maxwell, London 1998

MARCHETTI and UBERTAZZI: "Commentario Breve al Diritto della Concorrenza" Cedam,

Padova 1997

Websites

European Commission Joint Research Centre, Advanced Software Toolset for System
Dependability Analysis
http://das-isis.jc.it/Astra

EU Commission Regulation No. 240/96 of 31/01/96 on the application of Article 85(3) EC

Treaty to certain categories of technology transfer agreements
http://europa.eu.int/eur-lex/en/lif/dat/1996_en396R0240.html

OECD Workshop on "Intellectual Property Rights and Government-funded Research in

Russia", Obninsk, October 1996, part of the programme of the CCET for policy dialogue and
cooperation with the Russian Federation, in particular Paul RABETTE: "Disclosure,
Publication Restrictions and Secrecy Agreements",
http://www.oecd.org/sge/ccet

OECD: "Patents and Innovation in the International Context", Working Group on Innovation
and Technology Policy of the OECD Committee for Scientific and Technological Policy
(CSTP) 1997
http://www.oecd.org and
http://www.oecd.org/dsti/sti/s_t/inte/prod/e_97-210.htm

OECD Guidelines for the Security of Information Systems of 26/11/92 and the Review of the
1992 Guidelines for the Security of Information Systems of 19/03/98
http://www.oecd.org/dsti/sti/it/secur/prod/e_secur.htm

Standard Agreement for University-Industry Collaboration, University of Sherbrooke

http://www.usherb.ca/bleu/anglais/researcher/agreement/nondisclosure/index.html

WIPO Arbitration and Mediation Center and arbitration clauses

http://arbiter.wipo.int/arbitration/index.html and
http://arbiter.wipo.int/arbitratiopn/contraqct-clauses/clauses.html

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Arnold Vahrenwald: Confidentiality in Technology Transfer Agreements