Business Plan Confidentiality Agreement
BUSINESS PLAN CONFIDENTIALIY AGREEMENT
By submitting a business plan to Chiesi Ventures, the visitor (Submitter) declares to have complete knowledge and accept in each of its parts the following confidentiality agreement.
In order to have Chiesi Ventures evaluate its business plan, the Submitter must exchange information of a confidential nature (“Confidential Information” as defined in Article 2 below). Chiesi Ventures ensure that they will remains confidential. Each provided technical or commercial information will be treated as confidential under the terms and conditions set out below.
2) Confidential Information
“Confidential Information” includes any information, and/or documentation, and/or material and/or instrument and/or research and development program provided by the Submitter, or furthermore acquired by Chiesi Ventures during the evaluation process of the submitted business plan when it’s declared as “confidential”, “proprietary”, or similar phraseology that indicates the privileged and/or confidential nature of the information.
All oral information must be treated as confidential, as must any information regarding any third party. Information that does not qualify as Confidential Information includes information that:
a) was in the public domain prior to the transfer of the same information or information that has become publicly available without violating this Confidentiality Agreement;
b) has become available after being published by the Submitter for reasons not attributable to Chiesi Ventures;
c) was available to Chiesi Ventures prior to the communication, as can be demonstrated by the date of communication on previous documents;
d) is legitimately obtained by Chiesi Ventures from a third party who has no obligation of confidentiality;
e) was developed independently by Chiesi Ventures without use or reference to information from the Submitter, as can be demonstrated by documents and other evidence in possession of Chiesi Ventures;
f) was delivered by Chiesi Ventures to a Judicial or Administrative Authority in compliance with laws or regulations, or as required by the same Judicial or Administrative Authority, in which case Chiesi Ventures shall promptly notify the Submitter, in writing, prior to such disclosure or, if this is not possible, immediately following the disclosure of the information, as well as the method of disclosure in such a way as to limit its dissemination as much as possible.
3) Non-use and non-disclosure
Chiesi Ventures declares that will not use the Confidential Information for purposes other than those allowed in paragraph 1 above, either directly and/or indirectly. Chiesi Ventures will not disclose Confidential Information to third parties or employees and/or different types of third-party co-workers, except when these third parties or their employees and/or different types of third-party co-workers are directly involved in the analysis of the project or as consultants to Chiesi Ventures. If it is mandatory that a third party be involved in carrying out any of the activities listed above in paragraph 1, the Party requesting this involvement must require these third parties to sign a confidentiality agreement with content that reflects the obligations of and is similar to this Confidentiality Agreement. Employees and/or co-workers of Chiesi Ventures and/or employees and/or co-workers of audit companies responsible for auditing financial statements are not considered third parties. Chiesi Ventures has the right to disclose Confidential Information to its consultants. If there is unlawful disclosure of Confidential Information by these consultants, or by members of the governing bodies, the liability for damages will be the responsibility of these consultants.
4) Mantaining Confidentiality
Chiesi Ventures will take reasonable measures to protect the confidentiality of and prevent the dissemination of Confidential Information received under the terms of this Confidentiality Agreement. When handling Confidential Information received from the Submitter, Chiesi Ventures will use the same means they use for their own confidential documents and ensure that all persons who have access to the Confidential Information are bound to confidentiality.
Neither obligation nor commitment nor right, even of an additional pre-contractual nature, with respect to what is contained in this Confidentiality Agreement arises on Chiesi Ventures, as a result of receiving the business plan by the Submitter. Chiesi Ventures has the right to unilaterally terminate the analysis of the project at its own discretion. Chiesi Ventures will continue to respect the terms and conditions of this Confidentiality Agreement with respect to any Confidential Information acquired during execution of the tasks described in paragraph 1 above for a period equal to 2 years, effective from the date of submitting of the business plan accepting this Confidentiality Agreement by se Submitter. No additional obligation may arise from this Confidentiality Agreement for Chiesi Ventures.
7) General Terms and Conditions
by submitting the business plan, the Submitter declares to know and accept the General Terms and Conditions of Use of chiesiventures.com. General Terms and Conditions of Use of chiesiventures.com must be considered an integral part of this agreement. The full version of General Terms and Conditions of Use is available at the following link https://www.chiesiventures.com/terms-of-use