Offer to conclude a non-disclosure agreement

Moscow

2018

Autonomous Non-profit Organization for Higher Education “Skolkovo Institute of Science and Technology” (OGRN 1115000005922), represented by the President Alexander Petrovich Kuleshov, acting on the basis of the Charter, is offering the Receiving Party (as this term is specified hereunder) to conclude the Agreement (as this term is specified hereunder) on the following terms:

Section 1. Terms

1.1. The following terms are used in the Offer (as this term is specified hereunder):

«Receiving Party» – individual, who participates in functioning of the Academic Council or provides its functioning.

«Academic Council» – the Academic Council of the Disclosing Party, including any Committees of the Council and any Expert Groups.

«Bill of Acceptance» – acceptance of the Receiving Party to conclude the Agreement, which is composed in the form attached in the Annex 1 or 2 of the Offer.

«Internet site of the Disclosing Party» http://www.skoltech.ru/en/about/legal-information/nda.

«Disclosing Party» – Autonomous Non-profit Organization for Higher Education “Skolkovo Institute of Science and Technology” (OGRN 1115000005922)

«Offer» – this offer to conclude the Agreement.

«Agreement» – the non-disclosure agreement, which shall be concluded by sending the Bill of Acceptance by the Receiving Party. 

«Confidential information» - any information and documents (including information transferred orally) to be delivered by the Disclosing Party including the following:

 

  • financial, analytical and any other information including information related to operating activity of the Disclosing Party, its financial plans and/or technical, financial, marketing and promotion strategies and business plans including information on customers and vendors, markets, financial results, reports and projections, costs, information on technologies;
  • legal, technical and other documentation and information, internal regulations, memoranda, drafts, notes, estimates, agreements, reports, studies and research of the Disclosing Party;
  • information on human resources, employees’ personal data and information on advisors;
  • know-how, ideas, concepts, software and hardware, inventions, patent applications, methods, processes, databases, inventions, procedures, formula, technologies, projects, schematics, diagrams, sketches, work drawings and information on computer hardware, as well as information on items which may be protected by a patent and/or laws on intellectual property rights pertained to the Disclosing Party and any third parties, which disclosed such information to the Disclosing Party, in any format, including electronic, and in any tangible form.

The following information shall not be treated as Confidential information:

- which upon disclosure (transfer by the Disclosing Party to the Receiving Party) was lawfully in public domain or became publicly available after the date of disclosure, unless such disclosure was due to breach of the Agreement by the Receiving Party, or

- lawfully and expressly was at disposal or known to the Receiving Party prior to such disclosure or was independently developed by the Receiving Party.

«Permitted purposes» – provision of work of the Academic Council or participation in the work of the council.

Section 2. Subject of the Agreement

2.1. The Disclosing Party has transferred and/or will transfer the Confidential information to the Receiving Party and the Receiving Party obliges: 

  • not to disclose Confidential information to any third party without prior written consent of the Disclosing Party;
  • to secure the Confidential information on strict confidence in accordance with the terms and conditions of the Agreement. 

2.2. Provisions of the Agreement shall apply notwithstanding whether such Confidential information was received by the Receiving Party directly from the Disclosing Party, and/or its employees, and/or from any other party acting on the basis of the assignment/instruction, and/or upon consent of the Disclosing Party.

2.3. The Receiving Party agrees that the Confidential information may be disclosed in cases stated by law. If the Receiving Party is obliged to disclose the Confidential information in accordance with applicable law, the Disclosing Party should be immediately notified about such request.

2.4. All information transferred by the Disclosing Party to the Receiving Party hereunder is and shall be in exclusive property of the Disclosing Party.

Section 3. Bill of Acceptance

3.1. The Offer shall be in effect within the period during which it was distributed on the Internet site of the Disclosing Party.

3.2. The Receiving Party is entitled:

  • to use the form of the Bill of Acceptance distributed on the Internet site of the Disclosing Party; or
  • to ask the employees of the Receiving Party to provide the Bill of Acceptance by sending it to the following email address:

3.3. After signing the Bill of Acceptance, the Receiving Party shall send the scanned copy of the Bill of Acceptance to the following email address: .

3.4. The effective period of the Agreement is 3 (three) years since the Disclosing Party received the scanned copy of the Bill of Acceptance.

3.5. The Receiving Party shall transfer the executed Bill of Acceptance to Disclosing Party within the reasonable term.

3.6. The Receiving Party shall state the email address of the Receiving Party on which the Confidential information can be sent, and shall guaranty that this address belongs to the Receiving Party.

3.7. Forms of the Bill of Acceptance stated in the Annex 1 and 2 are equal, the Receiving Party may use any of them to accept the terms of the Offer.

Section 4. Rights and Obligations of the Receiving Party

4.1. The Receiving Party obliges:

4.1.1. to take all reasonable measures to protect the Confidential information;

4.1.2. to work with the Confidential information with caution to the same extent as if it was its own confidential information;

4.1.3. not to disclose Confidential information to third parties, if the contrary is stated by the Agreement;

4.1.4. to prevent acts of omission resulting in and/or threatening loss of the material media containing the Confidential information and/or familiarization with the Confidential information by third parties not authorized by the Disclosing Party;

4.1.5. prior to a disclosure of the Confidential information to any person to receive from such a person a legally binding document with person’s obligation not to disclose Confidential information, to the extent that such a disclosure of the Confidential information is permitted by the Agreement. The Receiving Party shall be liable for any breach of non-disclosure obligations by such person;

4.1.6. within 3 (three) business days after expiry of the effective term of the Agreement or upon the written request of the Disclosing Party within the effective term of the Agreement to cease the use of Confidential information, and promptly redeliver the documents containing the Confidential information having prior destroyed all copies at the disposal of the Receiving Party as well as notes, documents, materials containing any Confidential information;

4.1.7. not to use the Confidential information for the purposes other than the Permitted purposes;

4.2. The Receiving Party is entitled to make copies and transfer the Confidential information only to employees, agents, auditors, representatives, lawyers and the Receiving Party’s advisors directly related to utilization of the Confidential information in compliance with the Permitted Purposes provided that the above-mentioned persons oblige not to disclose the Confidential information.

Section 5. Miscellaneous

5.1. If due to any circumstance any of the provisions of the Agreement is declared invalid, it will not affect validity of the remaining provisions of the Agreement.

5.2. The Agreement shall be governed by laws of the Russian Federation.

5.3. In case of disputes under or in connection with the Agreement which may not be settled by way of negotiations all such disputes are to be resolved by a court of proper jurisdiction at the place of location of the Disclosing Party.

5.4. Any notice, instruction, consent or other correspondence under the Agreement shall be deemed to be duly sent if delivered in person, dispatched by a courier service with confirmation upon receipt or sent by fax or e-mail with e-confirmation of receipt. A notice shall be effective from its’ delivery in person or in case of dispatch by a courier service, e-mail or fax – from its receipt at the latest address known of the recipient of the notice.

5.5. The Offer has been executed in Russian and English. In case of discrepancy between Russian and English texts of the Offer, the Russian version shall prevail.

5.6. The Agreement may apply to relations of the parties which existed before conclusion of the Agreement, but not earlier than September 08, 2016; the date as of which the Agreement covers the relations of the parties is to be indicated in the Bill of Acceptance.

 

____________________________________________________________________________________________________________________________________

Annex 2 of the Offer to conclude a non-disclosure agreement

 

 Bill of acceptance

to conclude a non-disclosure agreement

I,______________________________, residing at: __________________________________, taking part in functioning of the Academic Council of Skolkovo Institute of Science and Technology/ Committee of the Academic Council and/ or Expert Group «_______________»of the Appointment, Promotion and Tenure Committee, accept to conclude a non-disclosure agreement with Autonomous Non-Profit Organization for Higher Education «Skolkovo Institute of Science and Technology» on the terms stated in the Offer to conclude a non-disclosure agreement dated ___.___.20___, which is distributed on the Internet site: http://www.skoltech.ru/en/about/legal-information/nda.

I oblige to execute the Agreement properly.

The Agreement covers relations of the parties as of ________ (if applicable).

I approve that the Confidential information can be sent to my email address: _____________________________.

 

___________________________________ /________________________________

                        (signature)                                              (name)