Warning: The purpose of this document is to protect parties that wish to exchange information and maintain confidentiality, for example, a university member
discussing his/her invention with an interested company. The agreement binds both parties to secrecy and it is used to allow the parties to evaluate the intellectual property for potential licensing without obligation.
Representative of Mr. R. Jeyaseelan (hereinafter "Innovator")
and_____________________________ (hereafter the "undersigned") have disclosed and plan to continue to disclose to each other certain data, specifications, samples, materials, research and information, including new product development initiatives, business plans, and business objectives, (the "Information") regarding new product development work involving: _________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
In the course of the parties' discussion, Innovator has and may disclose to the undersigned for evaluation purposes only, and the undersigned may disclose to Innovator for purpose of negotiating mutual development contracts, certain internally generated data, materials, documents, specifications, samples, and/or other information which is competitively sensitive, proprietary, and/or confidential to that party (the "Information").
In consideration of the disclosure of such information by each party to the other, the parties agree as follows:
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Each receiving party agrees to accept in strict confidence any and all Information disclosed orally and/or in writing, or made available to it, by the disclosing party
respecting the Information and which is designated, either on its face or in a separate writing mailed or otherwise provided by the disclosing party to the receiving party within ten (10) days of any non-written disclosure, by the disclosing party as proprietary and confidential. The reviewing party shall not disclose it to any third party, directly or indirectly, without first obtaining the written consent of the disclosing party. In addition, each receiving party hereby agrees not to chemically analyze, other than as required for quality evaluation purposes and any information resulting from such analysis shall be considered confidential Information subject to the terms of this Agreement, or otherwise reverse engineer any materials or samples provided by the other disclosing party pursuant to this Agreement.
Without limiting the foregoing in any way, unless otherwise signed, the parties hereby agree to hold in strict confidence the terms of any agreement, formal or otherwise, and any discussions respecting a future business relationship. Any public statements, press releases, or broadcasts prepared, made, approved, or consented to by either party hereto which discusses a possible relationship with the other party or any of the
Information, shall mutually be agreed to by both parties prior to publication, release or broadcast.
The confidentiality obligations outlined in this Agreement shall not be binding on each receiving party with respect to any Information which:
Is rightfully in the possession of the receiving party at the time of disclosures;
Is or becomes known to the public generally through no fault or other action of the receiving party;
Is obtained lawfully by the receiving party, other than Information subject to an obligation by the third party to keep such Information confidential; or
Is developed by the employees, agents, or representatives of the receiving party independently and as a result of its own efforts, without the use of, or access to, the Information received from the disclosing party.
In order to minimize the inadvertent disclosure of the Information, each receiving party agrees to the following:
It will limit disclosure of the Information only to its employees, representatives, agents or consultants who require the information for the performance of their duties and in any event, disclosure to consultants shall only be made pursuant to a confidentiality obligation respecting such disclosures to said consultants;
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It will make reasonable efforts to transmit the Information to and receive the Information from a representative to be designated by Innovator and the undersigned.
It will destroy all written Information received from the disclosing party or which incorporates or references any Information of the disclosing party at the request of the disclosing party.
The parties hereto acknowledge that no remedy at law for damages may be adequate to compensate for a breach of the provisions set forth in this Agreement and that any party injured by such breach may be entitled to temporary or permanent injunctive relief against any such breach, without the necessity of proving actual damages. The parties agree that permanent or temporary injunctive relief shall in no way limit any other remedies to which the injured party may be entitled as a result of any such breach.
Unless otherwise agreed in writing signed by both parties, each receiving party agrees not to use any Information of the disclosing party for its own benefit for a period of five (5) years after disclosure of such Information.
This Agreement contains the entire understanding hereto relative to confidentiality of the Information. This Agreement shall be retroactively effective to the earlier of either
a) The date of first disclosure of Information by either party to the other party hereunder,
Or
b) The first disclosure by Innovator of the same Information. This Agreement may not be amended or supplemented except in a written agreement signed by both parties. The terms and conditions contained in this Agreement shall be governed by and construed in accordance with the Innovator – Mr. R. Jeyaseelan.
Each receiving party recognizes and agrees that nothing in this agreement shall be construed as granting any rights to a receiving party, by license or otherwise, to any Information of the disclosing party, except as specified in this Agreement.
In order to indicate acceptance of this above-mentioned terms and conditions, the parties have signed this letter I the space herein provided by an officer duly authorized.
ACCEPTED AND AGREED TO:
Company: _____________________________
INNOVATOR – Mr. R. Jeyaseelan Subject: Technology Transfer
Signature: ____________________________
Date: ________________________ 3340%
C O N C L U S I O N
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