Confidentiality policy. Attendance of events of CIC nanoGUNE

1.    PURPOSE OF THE POLICY

The present document comprises the confidentiality policy (hereinafter, the “Policy”) applicable to all attendees to seminars, platforms and any other events (hereinafter, the “Attendees”), organised, conducted, managed or otherwise coordinated by ASOCIACIÓN CENTRO DE INVESTIGACIÓN COOPERATIVA EN NANOCIENCIAS “CIC NANOGUNE” (hereinafter, “nanoGUNE” and the “Events”, respectively).

Prior to, during and after the Events, nanoGUNE will (i) facilitate access to images, documents and other audio-visual content related to the Events, either live or through telematic communication systems that allow the Attendees to visualise them in real time, and (ii) disclose certain private information, all of which it is in nanoGUNE’s interest to keep confidential.

Acceptance of this Policy by the Attendees implies unconditional and irrevocable acceptance of all its terms and conditions, and the obligation to comply with them.

2.    CONFIDENTIAL INFORMATION

To the extent of this Policy, the term “Information” shall mean and refer to the Policy itself, as well as any and all information and data in tangible or non-tangible form, such as written, visual, oral and electronic, owned by either nanoGUNE or a third party, and related in any way to their business, assets, properties, shareholders, products, processes, techniques, research, development, inventions, discoveries, designs, formulas, analysis, testing procedures and marketing, which is directly or indirectly disclosed to the Attendees, or otherwise learned by them, within the framework of the Events, and which shall be considered privileged, secret, confidential and/or proprietary. This Information may include, but is not limited to, scientific, legal, labour, corporate, technical, tax, economic, financial, commercial, business information and data, liabilities, opportunities, plans and prospects as well as information and data related to intellectual and industrial property rights, know-how and trade secrets.

Information also includes any and all findings, data, conclusions and other pertinent information, obtained by the Attendees on the basis of the Information and/or during the Events, as well as any and all copies, translations, reports, notes or other material prepared by or for the Attendees which include the Information (whether in whole or in part).

3.    CONFIDENTIALITY OBLIGATIONS

The Attendees shall keep at all times in strict confidence any and all Information and shall, subject to the provisions of Section 4. below, not without the prior written express consent of nanoGUNE,

• record or register, through any available technical means, the Information and, in particular, the contents and/or communications which have been made available during the development of the Events;
• transfer, divulge or disclose, nor permit the disclosure of, in whole or in part, neither directly nor indirectly, to any third party the Information and, if applicable, the recordings or registers to which they had access during the development of the Event that have been authorized by nanoGUNE;
• use the Information for any purpose other than joining and/or participating in the Event; 
• use the Information for their own benefit or for the benefit of third parties (even if it does not cause any damage to nanoGUNE); 
• copy or reproduce in any manner or form whatsoever such Information or any part thereof;
• as the case may be, analyse or attempt to determine the structures, compositions or formulas of products, systems or techniques, nor disassemble or reverse engineer the Information; nor
• make any commercial use of such Information, nor use such Information for (i) filing any application, (ii) ensuring any intellectual property rights, including, without limitation, patents, copyrights, trademarks and/or trade secrets, or (iii) enhancing or improving the design or operation of any product, system or technique or the manner in which any such product, system or technique is fabricated, assembled or used.

4.    EXCEPTIONS

The restrictions provided in Section 3. above shall not apply to any Information for which any Attendee can demonstrate by written records predating the Events that, 

• at the time of disclosure to the Attendee, was in the public domain;
• after disclosure to the Attendee becomes part of the public domain through no act or omission of its obligations under the Policy;
• was already in the Attendee’s possession at the time of disclosure hereunder, and had not been received, directly or indirectly, from nanoGUNE;
• after disclosure is lawfully received by the Attendee from a third party who is not in breach of an obligation of confidentiality to nanoGUNE or to any other third party; or
• the Attendee is required to disclose by law in any judicial or governmental proceeding or otherwise, but only to the extent of such order, in which case the Attendee shall promptly notify nanoGUNE that requirement and provide full particulars and, as the case may be, copies of the documentation relating to the requirement to disclose and its extent, to allow nanoGUNE to oppose such proceeding or to take the relevant measures. In such a case, nanoGUNE would unilaterally determine the content of the Information that is legally required to be disclosed, except if such content is actually determined by the relevant authorities. 

5.    ADDITIONAL OBLIGATIONS

The Attendees agree that no interest, license, title or other right on the Information or in or to any patent, patent application, design, copyright, trademark, know-how or other industrial or intellectual property rights thereof which may now or hereafter be owned by nanoGUNE and/or third parties shall be granted to the Attendees for attending the Events.

The Attendees shall arrange for the proper and secure storage of the Information and shall protect it against unauthorized divulgation, disclosure or use, and shall use the same standard of care that they apply to protect their own confidential information of like character, which in any event shall be not less than a reasonable standard of care. 

Upon nanoGUNE’s request at any time the Attendees shall immediately cease to use all Information and shall within five (5) calendar days from the applicable event, return to nanoGUNE or destroy or permanently erase (as directed by nanoGUNE) that Information and all copies, notes, summaries and/or translations thereof in their possession or control.

nanoGUNE makes no representation or warranty of any kind, express or implied, concerning the Information, which is provided “as is”, and hereby disclaims all representations and warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and title and non-infringement of intellectual property rights of third parties.

6.    TERM

The confidentiality obligations shall remain in full force and effect (i) for a five (5) years’ term following the Event, or (ii) until and to the extent the Information has become generally known to the public through no action or omission of any Attendee, whichever (i) or (ii) occurs later.

7.    FINAL PROVISIONS 

Should any one or more of the provisions of this Policy be determined to be totally or partially null, illegal or unenforceable, all of the other provisions shall remain effective and binding.

This Policy shall be governed and construed in all respects by the laws of the Kingdom of Spain. All disputes arising out of, or in connection with, the Policy, during its term and thereafter, shall be submitted to the Courts of the city of Donostia/San Sebastián (Gipuzkoa, Spain).