Subject:

PREAMBLE:
The company STATICE SANTE works according to customer specifications.Within the framework of a probable cooperation between the Parties, the latter will need to exchange Confidential Information.In order to lay down the conditions of this exchange, the parties have decided to enter into this Confidentiality Agreement.

NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

Article 1 – Definitions.
Holding party: the party that first communicates Confidential Information to the other party.
Receiving party: the party that receives the Confidential Information from the other party.
Third party: any person other than the salaried employees of the parties to this Agreement duly authorised by the latter to receive information considered as confidential under the terms of this Agreement.
Confidential Information: any information or data divulged by one or other of the parties to this Agreement, whatever the form, including orally, and the medium, and whether or not it is protected by any title or intellectual property right, that the Holding Party is called upon, within the framework of this agreement, to communicate to the Receiving Party. Is not considered as confidential only information for which the Receiving Party can prove:

a) that it came into the public domain prior to its disclosure or after the latter, but in the absence of any fault attributable to it; or
b) that is already known to it, by showing the existence of appropriate documents in its files; or
c) that it has been received lawfully from a third party, without restriction or violation of this Agreement; or
d) that it is the result of internal developments undertaken in good faith by members of its staff who have not had access to this Confidential Information; or
e) that the use or the disclosure was authorised in writing by the Party from which it emanates.

Article 2 – Obligations of the parties
2.1 The Holding Party undertakes, before communicating any Confidential Information, to mark the document containing the latter, if there is one, "confidential".
2.2 The Holding Party undertakes to inform any authorised Third party who may have access to it during the execution of this Agreement of the confidential nature of the information.
2.3 Each of the parties receiving Confidential Information from the other party recognises that the latter remains the property of the party from which it emanates and undertakes to:
2.3.1 use this Confidential Information in accordance with the conditions laid down and communicated by the Holding Party;
2.3.2 take all the measures necessary to preserve and protect the confidential nature of it with the same precautions as it applies to its own Confidential Information ;
2.3.3 to limit its distribution and access to persons duly authorised and who have been the subject of a joint agreement by the parties.
2.4 Each of the parties undertakes to transfer to the other party only the Confidential Information deemed necessary, by the party making the disclosure, to the execution of this Agreement.
2.5 The signing, existence and the execution of this Agreement will be kept secret by the parties and will only be divulged following written agreement between the parties.

Article 3 – Return of information
Unless expressly stipulated otherwise in the contract between the parties, the Confidential Information will be returned as follows:
- within three days of the receipt of a written request made by the Holding Party, formulated in a registered letter with acknowledgment of receipt;
- on the expiry of this Agreement for any reason whatever, except with the prior written agreement of the Holding Party.

Article 4 – Term
4.1 This Agreement will take effect on for a period of years. Any extension of the term must be the subject of a written agreement signed by the parties.
4.2 At the end of this Agreement or if it is terminated at the initiative of one or other of the parties, the confidentiality obligations resulting from Articles 2.4 and 5 will continue to be effective for a period of 3 years as from its expiry or termination.

Article 5 – Responsibility of the parties
5.1 The disclosure by one or other of the parties of Confidential Information in violation of the provisions of this Agreement exposes it to unilateral termination, as of right and without notice, without prejudice to any damages that might be claimed by the other Party.
5.2 Each of the parties will inform its employees and any Third party who may be aware of the information of these confidentially obligations and will remain responsible for the respecting by the latter of its obligations.

Article 6 – Jurisdiction
6.1 This Agreement is governed by French law.
6.2 Any dispute relating to the existence, validity, interpretation or execution of this Agreement, that the Parties fail to resolve amicably, will fall within the jurisdiction of the Commercial Court of BESANCON.

This Agreement is drawn up in two original copies

Done in Besançon on 10/03/2010

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