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Confidential Disclosure Agreement

OCR.3.00

THIS AGREEMENT by and between XXXXXX Co.. a corporation organized and existing under the laws of the State of with principal offices in______, ("COMPANY"), and Yale University, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut ("YALE") shall be effective on the date of final execution below.

The parties agree as follows:

1. "Confidential Information" shall mean any and all information, know-how and data, technical or non-technical, which is not publicly known and relates to the subject named below and which is disclosed to one party to this Agreement by the other, under the terms of this Agreement, and which is designated in writing by the DISCLOSING PARTY in accordance with paragraph 3.

2. The parties agree that their disclosures under this Agreement are for the sole purpose of evaluating a possible business arrangement between them in accordance with or using in whole or in part such Confidential Information.

3. The disclosure of the Confidential Information shall be in writing and clearly marked "CONFIDENTIAL," or if orally disclosed, shall be described as "CONFIDENTIAL" when disclosed and shall be reduced to writing by the DISCLOSING PARTY within thirty days of its disclosure.

4. In consideration of such disclosure, for a period of three (3) years from the date of the disclosure of Confidential Information, the RECIPIENT agrees not to disclose Confidential Information to any third party, or use it for any purpose other than as described herein, unless the DISCLOSING PARTY agrees otherwise in writing or unless the DISCLOSING PARTY can demonstrate that the disclosed information :

  1. was known to the RECIPIENT prior to the disclosure by the DISCLOSING PARTY; or
  2. is or becomes publicly known through no fault or omission attributable to the RECIPIENT; or
  3. is rightfully given to the RECIPIENT by a third party under no obligation of confidentiality to the DISCLOSING PARTY; or
  4. is independently developed by RECIPIENT without the aid, application or use of such Confidential Information, as established by a preponderance of documentary evidence.

5. If the RECIPIENT or anyone to whom it transmits the Confidential Information pursuant to this Agreement is requested to disclose the Confidential Information in connection with a legal or administrative proceeding, RECIPIENT agrees to follow the directives in this section. RECIPIENT will give DISCLOSING PARTY prompt notice of the request. DISCLOSING PARTY may seek a protective order or other remedy and/or waive compliance with the provisions of this Agreement. If DISCLOSING PARTY, at its own expense, seeks a protective order or other remedy, RECIPIENT will cooperate with DISCLOSING PARTY. In the event that such protective order or other remedy is not obtained, RECIPIENT shall disclose only that portion of the Confidential Information which is legally required to be disclosed in the opinion of RECIPIENT’s legal counsel.

6. The RECIPIENT will disclose this CONFIDENTIAL INFORMATION only to those employees who have a need to know of it as a part of the RECIPIENT’s evaluation of the same and they shall hold such information in confidence pursuant to the terms of this Agreement just as they would the RECIPIENT’s own Confidential Information, which in no event may be less than with reasonable care. The RECIPIENT will disclose the Confidential Information only to those consultants and subcontractors who have a need to know of it as part of the RECIPIENT’s evaluation, but only if they are subject to a Confidentiality Agreement, containing terms and conditions substantially similar to those contained in this Agreement, with RECIPIENT that covers the Confidential Information.

7. The RECIPIENT will make its evaluation as promptly as possible and upon completion of its evaluation, shall return to the DISCLOSING PARTY or certify in writing that it has destroyed all Confidential Information together with all copies thereof except for a single copy which RECIPIENT may keep for the purpose of complying with paragraph 5. and for determining its continuing obligation under this Agreement. In any event, the RECIPIENT shall return to the DISCLOSING PARTY all Confidential Information, or certify in writing that it has destroyed all Confidential Information as described above, but said archival copy, one year from the date of final execution of this Agreement.

8. The RECIPIENT further agrees that it will not make any commercial use, in whole or in part of such Confidential Information, without the DISCLOSING PARTY’s prior written consent.

9. Each party warrants that it has the right to disclose the Confidential Information actually disclosed under this Agreement.

10. The RECIPIENT acknowledges and agrees that the DISCLOSING PARTY reserves all patent rights in and to any technical information and data covered by this Agreement and, notwithstanding anything to the contrary herein, this Agreement shall not constitute a license, assignment, or any other rights expressed or implied under any patent nor shall it constitute an option or other right to any such patent license.

11. This Agreement shall govern all communications between the parties that are made during the period from the date of final execution of this Agreement to one year from that date or until the date written notification of early termination of the disclosure period has been effectively communicated from one party to the other party as evidenced by a receipt from certified or registered US mail. Termination of the disclosure period shall not effect the obligations of confidentiality and non-use described in this Agreement.

12. There shall be no assignment of this Agreement.

To be valid, this document must first be signed by the Director or an Associate Director of the Yale Office of Cooperative Research and then signed by a duly authorized representative of the COMPANY.

Yale University                     Company

 
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