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Effective Date: Date of Last Signature
Below 1. In this Agreement, "Information" includes scientific and financial data, patents or patent applications, business plans, personal information, drawings, samples, devices, demonstrations, tangible products or materials, trade secrets, scientific and technical information, computer software, results of research, and other data relating to _________________________. 2. The Disclosing Party undertakes at its discretion to provide Information to the Recipient Party for purposes of allowing the Recipient Party to evaluate the technology subject to the terms, conditions, and understandings herein set forth. Nothing herein obligates the Disclosing Party to disclose any particular data or information whether or not it is part of the Information. 3. The Information, and all rights to the Information, which has been or will be disclosed to the Recipient Party shall remain the exclusive worldwide property of the Disclosing Party or its designee, and shall be held in trust by the Recipient Party for the benefit of the Disclosing Party. The Recipient Party will not, directly or indirectly, deal with, use, exploit, or disclose such Information to any person or entity for any purpose except as described herein or unless and until expressly authorized in writing to do so by the Disclosing Party. 4. The Recipient Party shall use the Information of the Disclosing Party solely for purposes of discussion and evaluation for the purpose of evaluating the merits of a research and development grant application. The Recipient Party will not disclose the Information of the Disclosing Party to any person. 5. The Recipient Party's duties under this Agreement shall apply to any Information not orally disclosed, which is or shall be transmitted to the Recipient Party by the Disclosing Party or any of its representatives with an accompanying written Memorandum which is clearly marked "Confidential." All written Information shall be clearly marked "Confidential" for it to be considered confidential Information. The Recipient Party's duties under this Agreement shall equally apply to: orally disclosed Information which has been reduced to writing, clearly marked "Confidential" and forwarded within fourteen (14) days after disclosure to the Recipient Party; and to any notes taken by the Recipient Party of Information orally disclosed to it by the Disclosing Party, in the process of that oral disclosure, and immediately afterwards clearly marked "Confidential." 6. The Information shall not be mechanically copied or otherwise reproduced by the Recipient Party without the express written permission of the Disclosing Party. All copies shall, on the event of reproduction by the Recipient Party, contain the same proprietary and confidential notices and legends which appear on the original Information. 7. Notwithstanding any other provision of this Agreement, Information shall not include any item of information, data, or idea which a) is within the public domain prior to the time of the disclosure by the Disclosing Party to the Recipient Party or thereafter becomes within the public domain other than as a result of disclosure by the Recipient Party or any of its representatives in violation of this Agreement; b) was, before the date of disclosure, in the possession of the Recipient Party; c) is acquired by the Recipient Party from a third party not under an obligation of confidentiality; or d) is hereafter independently developed by the Recipient Party without reference to the information received from the Disclosing Party. 8. No license under any patent and no copyright of the Disclosing Party, or any right respecting the Information other than expressly set out herein, is granted to the Recipient Party under this Agreement by implication or otherwise. This Agreement shall not constitute any representation, warranty, or guarantee to the Recipient Party by the Disclosing Party with respect to the infringement of patents or other rights of third parties. The Disclosing Party shall not, to the extent that it disclosed the Information, be held liable for any errors or omissions in the Information and for the use and the results of the use of the Information. 9. The Recipient Party shall, upon request of the Disclosing Party, return all Information and copies thereof under the Recipient Party's power or control capable of being so returned to the Disclosing Party or shall destroy such Information and copies as directed by the Disclosing Party and furnish proof of their destruction. Subject to written consent by the Disclosing Party, the Recipient Party may retain in its confidential files one copy of written information for record purposes only. 10. The Recipient Party represents that it is not
now a party to, and shall not enter into, any agreement or assignment
in conflict with this Agreement unless requested to do so by the
Disclosing Party. In the event that the Recipient Party or anyone
to whom it transmits the Information pursuant to this Agreement
becomes legally required to disclose any such Information, the Recipient
Party shall provide the Disclosing Party with prompt written notice
so that the Disclosing Party may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of
this Agreement. In the event that such protective order or other
remedy is not obtained, the Recipient Party shall furnish only that
portion of the Proprietary Information which is legally required
in the opinion of the Disclosing Party's counsel. 12. In the absence of further agreement between the parties, the Recipient Party shall not use nor attempt to use information disclosed to it by the Disclosing Party under the terms of this agreement in any manner such as to provide it with an actual or potential economic advantage which it would not have had in the absence of such disclosure. 13. This Agreement is to be made under and shall be construed in accordance with the laws of the United States of America, excluding those relating to conflict of laws, and constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and merges any and all prior agreements, understandings, and representations. This Agreement may not be superseded, amended, or modified except by written agreement between the parties hereto. 14. In the event that any provisions contained herein shall be declared invalid, illegal or unenforceable, this Agreement, with respect to enforceable provisions, shall continue in force and all rights and remedies accrued under the enforceable provisions shall survive any such declaration, and any non-enforceable provision shall be replaced by a provision which, being valid, comes closest to the intention underlying the invalid provision. 15. The parties hereto have caused this Agreement to be executed on its behalf in duplicate (each of which duplicates shall be deemed to be an original) to be effective on the Effective Date indicated below. 16. The Disclosing Party represents that it has the right to disclose the Information to the Recipient Party pursuant to the terms hereof. 17. This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors, assigns, subsidiaries and affiliates.
Recipient Party
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