IMS Health - NDA
IMS Health - NDA
WHEREAS, Receiving Party desires to receive the same from Disclosing Party in
connection with these discussions;
1. As used herein, “Confidential Information” shall mean any and all information and data,
technical or non-technical, whether written, electronic, graphic or oral furnished or
disclosed by Disclosing Party or on Disclosing Party’s behalf to the Receiving Party or to
another person or entity on the Receiving Party’s behalf, either directly or indirectly.
(a) information that is now in the public domain or subsequently enters the public
domain through no fault or act of the Receiving Party;
(b) information that is presently known or becomes known to the Receiving Party
from its own independent sources as evidenced by the Receiving Party;
(c) information known to the Receiving Party or its representatives prior to such
disclosure by the Disclosing Party (as evidenced by the Receiving Party’s
competent written records);
(d) information lawfully obtained by the Receiving Party from a third party not
subject to an obligation of confidentiality owed to Disclosing Party; and
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2. The Receiving Party agrees that it shall not use the Confidential Information in any
manner, except on Disclosing Party’s behalf for the purposes specified above, and the
Receiving Party shall not, without obtaining Disclosing Party’s prior written consent,
disclose any of the Confidential Information to anyone except (i) those persons within the
Receiving Party and their necessary consultants, subcontractors, agents and affiliates with
a need to know and (ii) except pursuant to court order or as otherwise required by law.
The Receiving Party agrees that if it receives a subpoena or other government process
that purports to require the production of any of the Confidential Information for use in
an action or proceeding or for any purpose other than for the purpose specified above, the
Receiving Party: (1) shall promptly inform the party or entity issuing such subpoena or
other government process of the existence of this Agreement; (2) shall promptly inform
Disclosing Party of the receipt of such subpoena or other government process; and (3)
shall not oppose any effort by Disclosing Party to quash any such subpoena or other
government process. If Disclosing Party fails to intervene to quash said subpoena or other
government process after being given notice and a reasonable opportunity to do so, or if
such motion is denied by a court of competent jurisdiction, the Confidential Information
may be produced, notwithstanding anything in this Agreement to the contrary. In the
event that any Confidential Information is ordered produced in an action or proceeding, it
shall not lose its confidential status through such use, and the Receiving Party shall take
all reasonable and necessary steps to protect its confidentiality during such use, to the
extent possible.
3. The Receiving Party agrees that it will maintain in confidence all Confidential
Information. The Receiving Party shall take necessary and reasonable precautions to
prevent such information from being disclosed to any unauthorized person, firm or
company. Upon disclosing Confidential Information to its officers and employees,
necessary consultants, subcontractors, affiliates or agents, the Receiving Party shall
advise same of the confidential nature thereof, and shall take necessary and reasonable
precautions to prevent the unauthorized disclosure of such information by such Parties.
4. All written Confidential Information delivered by Disclosing Party to the Receiving Party
or its representatives pursuant to this Agreement shall be and remain Disclosing Party’s
property and all such written information, and copies thereof, shall be promptly returned
upon the Disclosing Party’s request, or destroyed. However, the Receiving Party shall be
entitled to retain one set of all such information for the sole purpose of determining its
obligations hereunder.
5. The Parties agree that they shall not disclose the existence of this Agreement, any of the
activities which may take place pursuant to this Agreement, the relationship formed, if
any, under this Agreement or the other Party’s interest in the subject matter to which this
Agreement relates, to anyone except those persons within Disclosing Party and the
Receiving Party and their necessary consultants, subcontractors, agents and affiliates with
a need to know.
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6. The employees of each Party during the term of this Agreement may further develop their
general knowledge, skills and experience. The subsequent use by such employees of
such general knowledge, skills and expertise in the ordinary course of business does not
constitute a breach of this Agreement provided that it does not infringe any intellectual
property right of the Disclosing Party. Neither this Agreement nor any disclosure of
information shall be deemed to limit or restrict the assignment or reassignment of a
Party’s employees.
7. Company agrees to restrict its contacts with IMS Health employees to the strict necessary
for the performance of this Agreement.
8. Nothing contained herein shall be construed as granting to the Receiving Party, any right,
title or interest in or to, or any license under, any patent or patent application, now or
subsequently owned by the other Party or its designee. Nothing contained herein shall be
construed as granting to the Receiving Party any right, title or interest in or to, or any
license under Confidential Information provided by Disclosing Party. In addition,
nothing contained herein shall be construed as a commitment or obligation on the part of
Disclosing Party to enter into any other agreement with Receiving Party.
9. The Parties agree that the Receiving Party’s use of Disclosing Party’s Confidential
Information outside of the scope of this Agreement and any other breach to this
Agreement may cause irreparable injury to Disclosing Party and that Disclosing Party
shall be entitled to apply for injunctive relief in the event of such improper use of
Confidential Information and breach of the Agreement by the Receiving Party.
10. This Agreement embodies the entire understanding between the Parties and supersedes
and replaces any and all prior understandings, arrangements and agreements whether oral
or written relating to the Confidential Information.
11. The rights and obligations of each Party hereunder will inure to the benefit of, and be
binding upon, each Party’s division(s), affiliate(s) and subsidiary(ies).
12. The provisions of this Agreement shall apply during the period of disclosure and remain
valid during the period of five (5) years following expiration or termination of this
Agreement.
13. This Agreement is a personal, indivisible, nontransferable agreement and may not be
assigned or transferred, except to an affiliate, in whole or in part and shall be interpreted,
construed and enforced in accordance with the laws of France, without giving effect to
any conflict of law provisions. Each Party hereby irrevocably submits to the exclusive
jurisdiction of the Tribunal de Grande Instance de Paris, France in determining matters
hereunder.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their duly authorized officers as set forth below.
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IMS Health Company
Signature: Signature:
Name: Elisabeth Beck
__________________________ Name: __________________________
Title: President, CESE
__________________________ Title: __________________________
Date: __________________________ Date: __________________________
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