THIS CONFIDENTIALITY AGREEMENT is made this th day of ,
199 by and between , (Name of
state of incorporation) corporation, having a place of business at
(hereinafter
referred to as "COMPANY"), and (If this is between the company and an
individual, then the name of the individual goes here instead of the
following text about the University.) the Arizona Board of Regents on
behalf of The University of Arizona, having its principal place of
business at Tucson, Arizona 85721 (hereinafter referred to as
"RECIPIENT").
COMPANY desires to discuss the possibility of entering into certain
research and development transactions with RECIPIENT and, in order to do
so, information about
that
is proprietary and confidential to COMPANY will be transmitted from
COMPANY to RECIPIENT. COMPANY proprietary and confidential information
will be identified and described in written documents marked
"Confidential" that are submitted to RECIPIENT 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 hereby agrees to the following terms and
conditions:
1. Upon execution of this Agreement, a confidential
relationship shall arise between the RECIPIENT and COMPANY, and
RECIPIENT agrees to hold in confidence all Confidential Information
disclosed to it by COMPANY 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 RECIPIENT after this Agreement is executed; or
c. RECIPIENT can demonstrate that it or an affiliate or
subsidiary company of RECIPIENT independently developed such
Confidential Information; o5
d. Such Confidential Information is disclosed to RECIPIENT by a
third party who has the right to make such disclosure; or
e. Such Technical Information is disclosed to a third party on a
confidential basis, and RECIPIENT forwards to the COMPANY a copy of
RECIPIENT disclosure agreement signed by the third party.
f. Such Technical Information is required to be disclosed to a
third party by applicable laws or out of court proceedings.
2. RECIPIENT shall use such efforts to preserve the
confidentiality of the Confidential Information disclosed as it 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 RECIPIENT for evaluation so that RECIPIENT can determine its
interest in entering into a research and development agreement to be
negotiated between RECIPIENT and COMPANY and for no other purpose.
4. The RECIPIENT agrees that disclosure by COMPANY of
Confidential Information to RECIPIENT 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, RECIPIENT shall return to COMPANY any and all
written material and/or prototypes and/or samples it received, except
that RECIPIENT 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 RECIPIENT 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 RECIPIENT 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.
(If University is not a signatory, then these two clauses, 8 and 9, can
be deleted.
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.
[If the University is not a signatory, then the signature block will be
RECIPIENT or the University employee(s) name(s).]
ARIZONA BOARD OF REGENTS
on behalf of
THE UNIVERSITY OF ARIZONA
By:
Its:
Date:
“COMPANY"
By:
Its:
Date: