This Confidentiality Agreement (“Agreement”), effective as of (“Effective Date”) _ , between the (“Recipient”) and the Center for Bio-mediated and Bio-inspired Geotechnics (“CBBG”).
Recipient is a non-member of the CBBG and desires to collaborate with CBBG members on subjects related to its research operations (“Purpose”). In engaging in discussion with CBBG, Recipient may be exposed to proprietary information including, but not limited to, general and/or specific industry practices, perspectives, challenges, personal opinions, subject data, and data supplied by existing members of the CBBG (“CBBG Information”). Pursuant to CBBG bylaws, Recipient must agree to sign a non-disclosure agreement.
Therefore, in reliance on the commitments and obligations set forth herein, Recipient agrees as follows:
- This Agreement governs proprietary information disclosed by CBBG to the Recipient from the Effective Date to three (3) years from the date of disclosure of the proprietary information by CBBG to the recipient.
- The relationship between the parties is that of independent contractors, and no party is the agent, employee, partner or joint venture of any other party. Nothing in this Agreement will be construed to convey to either party any right, title or interest in any Information provided by the other party or any right, title or interest in any intellectual property of the parties, including but not limited to, processes, copyrights or patents. No license to the Recipient under any trademark, patent or copyright is either granted or implied by the conveying of Information to the receiving party. Neither party will use any service marks, trademarks, logos or other marks of the other party without the express written approval of the other party.
- The Recipient will not use or disclose CBBG Information to any third party, in any manner except for the Purpose, and will require that its employees and agents who have access to such information maintain the same in strict confidence subject to the same restrictions. By way of example, but not limitation, the Recipient will not use CBBG Information in connection with any patent application, for any commercial purpose, or for the benefit of any third party. The Recipient’s obligations regarding CBBG Information received pursuant to this Agreement survive for three (3) years from receipt of said information.
- The Recipient’s obligations under paragraph 3 will not apply if the Recipient can show, with convincing written evidence, that the CBBG Information received hereunder:
- was already known to the Recipient prior to the time of first disclosure; or
- at the time of disclosure is in the public domain, or after the date of the disclosure, lawfully becomes a part of the public domain other than through breach of this Agreement by the Recipient; or
- is received in good faith, without any obligation of confidentiality from a third party having a legal right to disclose the same; or
- is independently developed by the Recipient by individuals without access to such information; or
- Is required to be disclosed by the Recipient pursuant to a legally enforceable order, law, subpoena, or other regulation (“Order”), provided, however, that the Recipient promptly notifies CBBG in advance of such disclosure and discloses only that Information necessary to comply with said Order.
- ALL INFORMATION IS PROVIDED “AS IS” AND WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY SORT, EXPRESSED OR IMPLIED.
- Recipient agrees and understand that any invention, whether patentable or not, derived from the use of CBBG resources and the information disclosed by CBBG members will belong to CBBG.
- This Agreement will not be construed to create any obligation on the part of either party hereto to retain the other party’s services or to compensate the other party in any manner, except as may be set forth by a separate written agreement duly executed by authorized representatives of the parties hereto.
- This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof, and no amendment or modification to this Agreement shall be valid or binding upon the parties unless made in writing and signed by each party. This Agreement may be executed in counterparts, each of which shall be deemed an original. Facsimile transmitted and imaged copy signatures will be fully binding and effective for all purposes.