NDA - MUTUAL 11/9/99
MUTUAL NON-DISCLOSURE AGREEMENT NO. UTA day of , 20 THIS AGREEMENT, effective the THE UNIVERSITY OF TEXAS AT AUSTIN, located in Austin, Texas “UNIVERSITY”), a state institution of higher education established under the State of Texas as a component of The University of Texas System (hereinafter and (hereinafter “COMPANY”); , between (hereinafter laws of the “SYSTEM”), ,
WHEREAS, UNIVERSITY and SYSTEM are owners of proprietary/confidential technical data and other information relative to (hereinafter “TECHNOLOGY”); WHEREAS, COMPANY is owner of proprietary/confidential technical data and other information relative to (hereinafter “TECHNOLOGY”); WHEREAS, such TECHNOLOGY of both parties is not public knowledge but it is proprietary/confidential and will be disclosed to the other party only under the terms of this Agreement. WHEREAS, both parties to this Agreement consider it desirable for each other to evaluate the other’s TECHNOLOGY for purposes of discussing and evaluating possible collaborative research and development activities and/or licensing activities relative to ; NOW, THEREFORE, the parties agree as follows: I. TECHNOLOGY, as used in this Agreement, is all technical data, drawings, and other information which is provided to the other party in connection with the discussions and evaluations of collaborative research and development activities and/or possible licensing of the TECHNOLOGY, and which is transmitted in writing and clearly marked “Proprietary/Confidential” or which, if disclosed orally, are reduced to writing by the disclosing party, clearly marked “Proprietary/Confidential,” and transmitted to the receiving party within thirty (30) days of oral disclosure. II. Each party agrees to hold in confidence any and all TECHNOLOGY disclosed, and further agrees not to disclose TECHNOLOGY to third parties or use TECHNOLOGY for two (2) years from the date of this Agreement, except for discussion and internal evaluation purposes provided by this Agreement or with the written permission from the owning party. However, either party may disclose TECHNOLOGY to any of its own employees assisting that party in making an evaluation of possible collaborative activities of the TECHNOLOGY, provided that such employees shall have agreed to be bound by the terms of this Agreement or have entered into an agreement of similar scope and obligations with his or her employer to protect the proprietary/confidential information of the employer, or the proprietary/confidential information of third parties in the employer’s possession. III.
All TECHNOLOGY is and remains the property of the owner and must be returned, if in a form suitable to be returned, within thirty (30) days after the owner makes written request for its return, or at the conclusion of evaluation.
IV. Nothing in this Agreement shall be interpreted as placing any obligation of confidentiality and nonuse on either party with respect to any of the TECHNOLOGY that: A. can be demonstrated to have been in the public domain as of the effective date of this Agreement, or comes into the public domain during the term of this Agreement through no fault of the receiving party; can be demonstrated to have been known to the receiving party prior to execution of this Agreement and was not acquired, directly or indirectly, from the owner or from a third party under a continuing obligation of confidentiality; can be demonstrated to have been rightfully received by the receiving party after disclosure under this Agreement from a third party who did not require same to hold it in confidence or limit its use, and who did not acquire it, directly or indirectly, from the owning party under a continuing obligation of confidentiality; can be demonstrated to have been independently developed by personnel of the receiving party who had no substantive knowledge of the disclosing party’s information; and is required to be disclosed pursuant to law or court order. V. Neither the execution of this Agreement nor the furnishing of any TECHNOLOGY hereunder shall be construed as granting either expressly or by implication, estoppel or otherwise, any license under or title to any invention, patent, trademark or trade name now or hereafter owned by or controlled by the party furnishing the TECHNOLOGY. VI. The points of contact for transmitting and/or receiving TECHNOLOGY in the case of the UNIVERSITY are:
B.
C.
D.
E.
and in the case of COMPANY:
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Notices under this Agreement shall be sent in the case of UNIVERSITY to: The Office of Sponsored Projects P.O. Box 7726 Austin, TX 78713-7726 Attn: Bobby C. McQuiston, Director and in the case of COMPANY to:
VII. This Agreement, except for the obligations of paragraphs II, III, IV, and V above with respect to TECHNOLOGY disclosed under this Agreement, shall terminate one (1) year from the effective date or upon thirty (30) days prior written notice by either party to the other party. The provisions of paragraphs II, III, IV, V and VIII regarding the rights and obligations of the parties relative to TECHNOLOGY delivered prior to the expiration or termination of this Agreement shall survive any such expiration or termination. VIII. The validity and interpretation of this Agreement, and legal relations of the parties to it, shall be governed by the laws of the State of Texas. COMPANY THE UNIVERSITY OF TEXAS AT AUSTIN
Jeanette A. Holmes Associate Director, Sponsored Projects
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