TEMPLE UNIVERSITY - OFFICE OF TECHNOLOGY TRANSFER by 9PW3wT

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									                                    TEMPLE UNIVERSITY

                 TWO-WAY CONFIDENTIAL DISCLOSURE AGREEMENT

This Agreement is made effective ______, 2012 (“Effective Date”), by and between Temple
University - Of The Commonwealth System of Higher Education, having a principal place of
business at 1938 Liacouras Walk, 2nd floor, Philadelphia, Pennsylvania 19122 (hereinafter
referred to as "Temple") and
_____________________________________________________________ having a principal
place of business at _________________________________________
(together with its affiliates, hereinafter referred to as "Company").

WHEREAS, Temple is the owner of confidential information pertaining to _________________
______________________________________________________________________________
______________________________________(hereinafter referred to as “Temple Information");

WHEREAS, Company wishes to receive Temple Information for the sole purpose of evaluating
Company’s possible interest in licensing intellectual property contained therein and/or in
supporting research pertaining thereto (“Purpose”), without jeopardizing the patentability of
inventions contained therein or Temple's proprietary rights thereto;

WHEREAS, in the course of the aforementioned evaluation, Company may deem it necessary to
disclose to Temple information pertaining to _________________________________________
____________________________________________________________________(hereinafter
referred to as “Company Information”) so that Temple may assist Company in furtherance of the
Purpose;

WHEREAS, Temple wishes to provide Temple Information to Company and wishes to obtain
the aforementioned evaluation from Company; and

WHEREAS, Temple wishes to receive Company Information without jeopardizing the
patentability of inventions contained therein or Company's proprietary rights thereto, in order to
assist Company in the Purpose;

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree to the terms
and conditions under which information may be disclosed to one another:

1. “Confidential Information” shall mean any Temple Information or tangible property
   pertaining thereto that is supplied by Temple to Company or any Company Information and
   tangible property pertaining thereto that is supplied by Company to Temple. Any Temple
   Information or Company Information disclosed in writing shall be deemed Confidential
   Information only if marked "Confidential." Any Temple Information or Company
   Information disclosed orally shall be deemed Confidential Information only if reduced to
   writing and a copy marked "Confidential" is provided to the receiving party within thirty (30)
   days of the date of oral disclosure. However, Confidential Information shall not include
   information that: (i) was known to the receiving party prior to the date of the disclosure by

Company Name/Temple University                                                    Page 1 of 4 Pages
    the disclosing party; or (ii) is lawfully received in good faith at any time by the receiving
    party from a third party lawfully in possession of the same and having the right to disclose
    the same; or (iii) is, as of the date of receipt, in the public domain or subsequently enters the
    public domain other than by reason of acts or omissions of receiving party; or (iv) the
    receiving party is required to disclose by law, rule of court, or regulation; or (v) is
    independently developed by the receiving party, as evidenced by written records.

2. Confidential Information is and shall remain the sole property of the disclosing party. The
   receiving party may use Confidential Information only as set forth above.

3. For a period of five (5) years from the date of disclosure of any Confidential Information, the
   receiving party shall hold such Confidential Information in strict confidence; shall not use
   such Confidential Information except as permitted herein; and shall not disclose, directly or
   indirectly, such Confidential Information to any third party without the prior written consent
   of the disclosing party. The receiving party shall, to maintain the secrecy of the disclosing
   party’s Confidential Information, use at least the same degree of care it uses in maintaining
   the secrecy of its own confidential information, but always at least a reasonable degree of
   care. The receiving party shall restrict disclosure of the disclosing party’s Confidential
   Information solely to those employees of the receiving party having a need to know such
   Confidential Information in order to accomplish the Purpose set forth herein. The receiving
   party shall also advise its employees, before they have access to the disclosing party’s
   Confidential Information, of the obligations of the receiving party hereunder, and shall
   require such employees to maintain those obligations.

4. Upon request by the disclosing party, the receiving party shall promptly return all written
   materials or samples of tangible property received hereunder, with the exception that one
   copy of written materials may be retained by the receiving party solely for archival purposes.
   In the alternative, the receiving party may destroy all materials and confirm their destruction
   in writing.

5. Neither party shall use the other party’s name publicly without the other party's prior written
   consent.

6. This Agreement constitutes the entire understanding of the parties with respect to the matters
   herein contained and each acknowledges and agrees that there are no warranties,
   representations, or understandings between them other than those expressly set forth herein.
   Each party warrants and represents that the terms of this Agreement are not inconsistent with
   any other contractual or legal obligations it may have. This Agreement may be modified
   only by written consent signed by both parties.

7. The rights and duties of the parties shall be governed by the laws of the Commonwealth of
   Pennsylvania, without giving effect to conflict of laws provisions. The parties agree that any
   dispute arising out of this Agreement may be resolved by recourse to the courts of the
   Commonwealth of Pennsylvania or the United States District Court for the Eastern District of
   Pennsylvania.


Company Name/Temple University                                                      Page 2 of 4 Pages
8. If any arbitration, litigation, or other legal proceedings relating to this Agreement occurs, the
   prevailing party shall be entitled to recover from the other party (in addition to any other
   relief awarded or granted) its reasonable costs and expenses, including attorney’s fees,
   incurred in the proceedings.

9. This Agreement is binding upon the parties, and upon the directors, officers, employees and
   agents of each. This Agreement is effective on the Effective Date and will continue for a
   period of one (1) year, unless terminated on thirty (30) days’ prior written notice by either
   party to the other. However, the parties’ obligations of confidentiality and restrictions on use
   of Confidential Information disclosed hereunder shall survive early termination or expiration
   of this Agreement in accordance with Article 3 above.

10. Any notice, report, or other communication required hereunder shall be sent to the parties at
    the addresses below:

        To Temple:               Office of Technology Development and Commercialization
                                 Temple University
                                 Attn: Director
                                 1938 Liacouras Walk, Room 211
                                 Philadelphia, PA 19122-6027
                                 Ph: 215-204-5732
                                 Fax: 215-204-7486
                                 techtran@temple.edu

        To Company:              ________________________________________
                                 ________________________________________
                                 ________________________________________
                                 ________________________________________

11. The execution and performance of this Agreement does not obligate the parties to negotiate
    or to enter into any other agreement or to perform any obligations other that as specified
    herein. The waiver by either party of a breach of any provisions of this Agreement shall be
    effective only if made in writing and shall not be construed as a waiver of any other breach of
    such provision or the waiver of the provision itself. In the event that any provision of this
    Agreement is found to be invalid or unenforceable, then the offending provision shall not
    render any other provision of this Agreement invalid or unenforceable, and all other
    provisions shall remain in full force and effect.

12. The disclosing party reserves the right to pursue all remedies allowed to it by law, including
    seeking injunctive relief, for all violations or threat of violation of this Agreement by the
    receiving party.




Company Name/Temple University                                                     Page 3 of 4 Pages
13. This Agreement may be executed in two (2) counterparts, each of which shall be deemed an
    original for all purposes and will constitute one and the same instrument, and may be
    executed by facsimile or by email exchange of a portable document format (“pdf”) file,
    where such signature shall be valid and binding with the same force and effect as if such
    facsimile or such pdf file were an original thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives the day and year written below.

Temple University – Of The Commonwealth System Of Higher Education:

By: ________________________________________________________ Date: __________
      Kenneth H. Kaiser
      Senior Associate Vice President, Finance and Human Resources

____________________________________________________________:

COMPANY

By: ________________________________________________________ Date: __________
      Name:
      Title:




Company Name/Temple University                                               Page 4 of 4 Pages

								
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