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CONFIDENTIAL DISCLOSURE AGREEMENT
WHEREAS, NORTH CAROLINA STATE UNIVERSITY (UNIVERSITY) has
certain confidential information relating to , and to technology
related thereto which may be needed for successful practice
or commercialization of said information (hereinafter referred
to as "the UNIVERSITY's INFORMATION") and desires
to disclose the same to (the "COMPANY"), and;
WHEREAS, the COMPANY has certain confidential information
relating to and to technology related thereto which may be
needed for successful practice or commercialization of said
information (hereinafter referred to as "the COMPANY's
INFORMATION) and desires to disclose the same to the UNIVERSITY;
and
WHEREAS, the COMPANY is interested in examining and evaluating
the UNIVERSITY's INFORMATION, in order to determine the desirability
of acquiring rights in, and to, such information, and under
any patent rights now existing, or hereafter obtained, relative
to such INFORMATION and/or evaluating UNIVERSITY'S INFORMATION
in order to plan research projects with UNIVERSITY, and;
WHEREAS, the UNIVERSITY is interested in examining and evaluating
the COMPANY'S INFORMATION in order to plan projects relevant
to the COMPANY's needs for data and scientific information
on the .
Now, therefore, the parties hereby agree to the following
terms and conditions:
1. Each party shall disclose their INFORMATION to the other
party in writing, insofar as is practical, and in sufficient
detail to enable the other party to fully evaluate the same
and identifying the INFORMATION as confidential at the time
of disclosure. The receiving party shall be permitted to retain
any material submitted to it hereunder, or copies or photographs
thereof, in order that a record of the material submitted
may be preserved.
2. The parties agree, for a period of three (3) years from
the date hereof, that it will treat the INFORMATION received
with reasonable care to avoid disclosure of the INFORMATION
to any other person, firm or corporation, and the receiving
party shall be liable for unauthorized disclosure or failure
to exercise such reasonable care. The receiving party shall
have no obligation, with respect to the INFORMATION, or any
part thereof, which the receiving party can demonstrate is:
(a) already known to the receiving party at the time of the
disclosure;
(b) becomes publicly known without the wrongful act or breach
of this agreement by the receiving party;
(c) rightfully received by the receiving party from a third
party on a non-confidential basis;
(d) subsequently and independently developed by employees
of the receiving party who had no knowledge of the INFORMATION
by written records; or
(e) approved for release by written authorization of the disclosing
party;
(f) required to be disclosed due to law or judicial action.
3. The receiving party shall be entitled, at its option,
to subject the INFORMATION to such tests, analyses, experiments,
or clinical studies as are warranted in its judgment or of
interest to it in order to fully evaluate the potential value
of the INFORMATION to the receiving party; and to disclose
the INFORMATION on a confidential basis to its employees,
and by a written non-disclosure agreement to its clients,
its consultants or non-employees retained by the receiving
party because of their standing and expertise in the area
concerned.
4. No obligation of payment, or of any other kind, is assumed
by, nor may be implied against, the receiving party, other
than that of treating the INFORMATION as described above,
and acceptance of the INFORMATION by the receiving party shall
not give it the right to use the INFORMATION except as provided
in paragraph 3, until or unless a formal written agreement
is entered into providing the terms and conditions of such
further use, and the rights to be acquired by the receiving
party.
5. The parties represent to each other that to their present
knowledge they have the full right and authority to disclose
the INFORMATION, and to its present knowledge, there has been
no sale, assignment, license or transfer to any person, firm
or corporation which would be inconsistent with said representations
and warranties.
IN WITNESS WHEREOF the parties have signed or caused this
agreement to be signed as of the dates below.
NORTH CAROLINA STATE UNIVERSITY
BY:__________________________ BY:_________________________________
Name:________________________ Name:_______________________________
Title:_________________________ Title:________________________________
Date:_________________________ Date:________________________________
North Carolina State University, Office
of Technology Administration
Box 7003, North Carolina State University, Raleigh, NC 27695
Telephone (919) 515-7199, Fax (919) 515-3773
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