Sample
Two-Way Confidential Disclosure Agreement

COMPANY desires to conduct certain research and development transactions with UNIVERSITY and, in order to do so, information about____________________________________ that is proprietary and confidential will be transmitted from COMPANY to UNIVERSITY, and from UNIVERSITY to COMPANY. COMPANY proprietary and confidential information will be identified and described in written documents marked "Confidential" that are submitted to UNIVERSITY under terms of this Agreement; UNIVERSITY proprietary and confidential information will be identified and described in written documents marked "Confidential" that are submitted to COMPANY under terms of this Agreement. All such proprietary and confidential information, including, but not limited to discoveries, inventions, improvements, know how, manufacturing techniques, specifications, technical data, engineering data, formulae, recipes, process technologies, business plans, marketing and economic data and other related information shall be treated by the receiving party as "Confidential Information". Any information that is transmitted orally or visually, in order to be Confidential Information subject to this Agreement, shall be identified as such by the disclosing party at the time of disclosure and identified in writing to the receiving party as Confidential Information within thirty (30) days after such oral or visual disclosure.

Accordingly, in consideration of the disclosure to them of the Confidential Information, COMPANY and UNIVERSITY hereby agree to the following terms and conditions:

1. Upon execution of this Agreement, a confidential relationship shall arise between the UNIVERSITY and COMPANY, and each party agrees to hold in confidence all Confidential Information disclosed to it by the other and not to disclose such Confidential Information to anyone except such of its employees as may be necessary and not to use such Confidential Information for a purpose not covered by this Agreement, unless:

a. Such Confidential Information is a part of the public domain prior to the date first written hereinabove; or

b. Such Confidential Information becomes a part of the public domain not due to some unauthorized act by or omission of either COMPANY or UNIVERSITY after this Agreement is executed; or

Confidential Disclosure Agreement Company\University of Arizona Page 2 of 3

c. COMPANY or UNIVERSITY can demonstrate that it or an affiliate or subsidiary company of COMPANY or UNIVERSITY independently developed such Confidential Information; or

d. Such Confidential Information is disclosed to COMPANY or to UNIVERSITY by a third party who has the right to make such disclosure; or

e. Such Confidential Information is disclosed by either COMPANY or UNIVERSITY to a third party on a confidential basis, and COMPANY or UNIVERSITY forwards to the other a copy of the disclosure agreement signed by the third party; or

f. Such Confidential Information is required to be disclosed to a third party by applicable laws or out of court proceedings.

2. COMPANY and UNIVERSITY shall use such efforts to preserve the confidentiality of the Confidential Information disclosed as each party would if the Confidential Information had been developed by it and was to be retained in confidence by it.

3. It is understood and agreed that the Confidential Information referred to hereunder will be furnished to COMPANY and to UNIVERSITY for evaluation so that each can determine its interest in entering into a research agreement to be negotiated between UNIVERSITY and COMPANY and for no other purpose.

4. The COMPANY and UNIVERSITY agree that disclosure by COMPANY and UNIVERSITY of Confidential Information to one another does not create any contract or obligation of any kind, express or implied, with respect to the Confidential Information or any related invention, ideas, or information, except for the express obligations provided in Paragraph 2. above.

5. If it is determined by either party hereto that an agreement relative to the use of the Confidential Information cannot be successfully negotiated, each party shall return to the other any and all written material and/or prototypes and/or samples it received, except that each party may retain one copy of written Confidential Information in its confidential files for record purposes only. The return of the material shall not affect the obligations of each party to treat the Confidential Information disclosed to it as confidential and not to use same, which confidentiality shall continue for a period of three (3) years from receipt of the Confidential Information by COMPANY from UNIVERSITY and by UNIVERSITY from COMPANY.

6. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, but neither of the parties hereto shall assign this Agreement without the prior written consent of the other party.

7. No modification or waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by the parties hereto.

8. The parties agree to be bound by applicable state and federal rules governing equal employment opportunity and nondiscrimination.

9. This Agreement is subject to cancellation pursuant to provisions of A.R.S. § 38-511 regarding Conflict of Interest.

IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written.

ARIZONA BOARD OF REGENTS

on behalf of THE UNIVERSITY OF ARIZONA

By: ____________________ 

Its: ____________________

Date: __________________

FACULTY:__________________

"COMPANY"

By:______________________

Its:______________________

Date:____________________