CONFIDENTIALITY
AGREEMENT
THIS AGREEMENT is made and entered into this
day of
, 2009, by and between StemCells, Inc., a Delaware corporation with
a principal place of business at 3155 Porter Drive, Palo Alto,
California 94304 (“StemCells”), and
, a
corporation with a principal place of business at
(hereinafter referred to as “Recipient”).
1.
Recipient has experience with
; and the parties hereto wish to discuss the possibility of
entering into [
].
2.
StemCells is willing, subject to the terms and conditions set forth
herein, to disclose to Recipient certain confidential and
proprietary information concerning StemCells’ business,
technologies and/or operations, including the fact that
conversations between Recipient and StemCells are taking place (any
such information, hereinafter “Confidential
Information”).
3.
In consideration of such disclosure of Confidential Information,
Recipient agrees that it shall:
(a) make no use of
any of the Confidential Information except for the aforementioned
purpose;
(b) not disclose
any of the Confidential Information to third parties (except as
required by law, as provided below); and
(c) take all
reasonable precautions to prevent disclosure of Confidential
Information to third parties.
4.
This Agreement will apply only to disclosures made within one year
of the date hereof, but Recipient’s obligations under
Section 3 above will continue thereafter for a period of five
years. The obligations of Recipient under Section 3 shall not,
however, apply to any Confidential Information that:
(a) at the time of
disclosure is, or thereafter becomes, available to the public
through no fault of Recipient’s;
