WHEREAS,

- “IC2PerMed - Integrating China in the International Consortium for Personalised Medicine” Grant Agreement n. 874694 (the “Project”) is an action funded under the European Union’s Horizon 2020 research and innovation programme;
- The Coordinator of the IC2PerMed Project is Università Cattolica del Sacro Cuore, with legal address in Largo Agostino Gemelli 1, 20123 Milano, Italy and operative address for this Project in Largo Francesco Vito 1, 00168, Rome, Italy;
- The IC2PerMed Consortium intends to involve the Expert to progress with some activities of the IC2PerMed Project, namely the mapping of policies, programmes, standards and initiatives related to Personalised Medicine in Europe and China, the participation to Project Working Groups focused on the definition of roadmaps to develop opportunities for research collaboration between EU and China;
- The IC2PerMed Consortium will develop as a result of its own work some deliverables that will be made either public or confidential/to be disclosed only to the European Commission and the Consortium Partners on the basis of the provision included in the Grant Agreement n. 874694 signed by the IC2PerMed Consortium and the European Commission;
- Ownership of results is ruled by the Grant Agreement n. 874694 signed by the IC2PerMed Consortium and the European Commission and the Consortium Agreement signed by the IC2PerMed Consortium Partners;
- The Expert will be given access to Confidential Information that are considered preliminary work of the final deliverable results of the Project;
- The Expert has received the Document “Terms of References of IC2PerMed Working Groups” (“Terms of Reference”) that describes the rules that govern the participation and the work of the Expert to the Working Groups of the Project;

HEREBY DECLARE THAT

• I have read the Terms of Reference and I agree to work under the conditions included in sections “Expectations on the Working Groups’ Experts” and “Operational mode of the Working Groups”;
• I have read the Terms of Reference and I agree with the provision regarding “Privacy policy and personal data management”;
• I agree that the Confidential Information I will have access to in order to provide my contribution as Expert will be subject to the following conditions:

1. Definition. “Confidential Information” is defined as any information disclosed by IC2PerMed Consortium to the Expert and may include without limitation the nature of research and/or development projects and data relating to them, products, customers, suppliers, personally identifiable information, pricing, costs, know-how, strategies, programs, processes, and practices and confidential and proprietary information that IC2PerMed Consortium receives from third parties. Such confidentiality obligations apply without limitation to written documentation, oral disclosures, disclosures made by visual observation and disclosures in electronic form.

2. Exceptions. Confidential Information shall not include any information that:

(a) is already known to the Expert at the time of disclosure; or

(b) is generally available to the public or becomes publicly known through no wrongful act of the Expert; or

(c) is received by the Expert from a third-party who had a legal right to provide it.

(d) If the Expert is required to disclose IC2PerMed’s Confidential Information by order of a court of law, administrative agency, or other governmental body, the Receiving Party shall provide reasonable advance notice to the IC2PerMed Consortium in order to allow the IC2PerMed Consortium the opportunity to seek a protective order or otherwise prevent or limit such disclosure.

3. Use; Disclosure. The Expert agrees to use the IC2PerMed’s Confidential Information disclosed to him/her solely for contributing to the IC2PerMed Project development with the IC2PerMed Consortium, and without the written consent of the IC2PerMed Consortium, agrees not to disclose such Confidential Information to any other person or entity other than those of its collaborators who must have access to such Confidential Information for support in providing contribution. All such collaborators shall be bound to maintain such Confidential Information in confidence and the Experts will take such reasonable steps to require its collaborators to preserve such trust and confidence. The Expert shall be responsible for any breach of this Agreement.

4. Protection; Return. The Expert shall in all respects treat such Confidential Information disclosed to it hereunder at least as carefully as that accorded its own intellectual property secrets or confidential information and will carry out with respect to it those security measures that it follows for its own intellectual property secrets or confidential information. At the termination of this Agreement or within thirty (30) days of receipt of a written request from the IC2PerMed Consortium, the Expert will return to IC2PerMed Consortium all Confidential Information disclosed to it under this Agreement, including but not limited to all printed or reproduced material and information stored in electronic form.

5. Duration. This Agreement is effective from the day of the signature. The term of this Agreement shall be the end of the IC2PerMed Project which is fixed at 31th December 2023. In case of extension of duration of the IC2PerMed Project, this agreement will be automatically extended, upon notification to the Expert.

6. Remedies. The Receiving Party agrees that the Confidential Information disclosed by the IC2PerMed Consortium under this Agreement is of a special, unique and intellectual character, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, it is agreed that IC2PerMed Consortium shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court having jurisdiction, this being in addition to any other remedy to which IC2PerMed Consortium is entitled at law or in equity.

7. Completeness. This Agreement contains the entire understanding between the parties related to the subject matter hereof, and supersedes all prior written and verbal negotiations, representations, and agreements concerning the subject matter.

8. Miscellaneous.

(a) Amendment. The obligations of this Agreement shall not be altered, amended or superseded by any subsequent agreement except by written instrument signed by both parties.

(b) Rights Not Conveyed. Confidential Information shall at all times remain the property of the IC2PerMed Consortium. No license or other right under any patent, trademark, copyright, trade secret, or other intellectual proprietary right is being granted by the Expert hereunder except the right to use IC2PerMed Consortium’s Confidential Information in accordance with the terms of this Agreement.

(c) Acknowledgement of contribution. The IC2PerMed Consortium will acknowledge the Expert contribution on all its deliverables to which the Expert has provided support and advise, upon agreement by the Expert of collecting and disclosing his/her own personal data, limited to his/her own business contacts, according to the Regulation (EU) 2016/679 (General Data Protection Regulation).

(d) Severability. If any provision of this Agreement is declared void, or otherwise unenforceable, such provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect.

9. Laws. This Agreement shall be governed by the laws of Italy without regard to conflict of law provisions.