1. DEFINITIONS AND INTERPRETATION
Confidential Information: all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party′s Representatives including but not limited to:
(a) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, affairs, customers, clients, suppliers, plans, or market opportunities of the Disclosing Party and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party
(b) any information or analysis derived from Confidential Information; but not including any information that:
(c) is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or
(d) was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or
(e) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient′s knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient; or
(f) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or
(g) the parties agree in writing is not confidential or may be disclosed;
Disclosing Party: a party to this agreement which discloses or makes available directly or indirectly Confidential Information.
Purpose: For further discussions relating to potential co-operation in research and education for the promotion of academic and cultural exchange.
Recipient: a party to this agreement which receives or obtains directly or indirectly Confidential Information.
Representative: employees, agents, officers, advisers and other representatives of the Recipient.
1.1 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.
1.5 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.6 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule.
2. OBLIGATIONS OF CONFIDENTIALITY
2.1 The Recipient shall use reasonable endeavours to keep the Disclosing Party′s
Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives shall:
(a) not use or exploit the Confidential Information in any way except for the Purpose;
(b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement;
(c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);
2.2 The Recipient may only disclose the Disclosing Party′s Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:
(a) it informs these Representatives of the confidential nature of the Confidential Information before disclosure and , it is responsible for these Representatives′ compliance with the obligations set out in this agreement.