CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT
1. Parties:
In consideration of the mutual promises and conditions contained herein, this agreement is entered as of the date signed below, by:
CSU: The Board of Governors of the Colorado State University System, acting by and through Colorado State University, for the use and benefit of the [Insert Department Name] (“CSU”).
Contact Information:
NAME: ______________________________________________
DEPARTMENT: ______________________________________
_______ Campus Delivery
COLORADO STATE UNIVERSITY
FORT COLLINS, CO 80523- ___________________________
TELEPHONE: ________________________________________
EMAIL: ______________________________________________
COMPANY: [Insert Company Name]
Contact Information:
NAME: __________________
STREET ADDRESS: __________________
CITY, STATE, ZIP CODE: __________________
TELEPHONE: __________________
FAX: __________________
EMAIL: __________________
CSU: The Board of Governors of the Colorado State University System, acting by and through Colorado State University, for the use and benefit of the [Insert Department Name] (“CSU”).
Contact Information:
NAME: ______________________________________________
DEPARTMENT: ______________________________________
_______ Campus Delivery
COLORADO STATE UNIVERSITY
FORT COLLINS, CO 80523- ___________________________
TELEPHONE: ________________________________________
EMAIL: ______________________________________________
COMPANY: [Insert Company Name]
Contact Information:
NAME: __________________
STREET ADDRESS: __________________
CITY, STATE, ZIP CODE: __________________
TELEPHONE: __________________
FAX: __________________
EMAIL: __________________
2. Purpose:
The parties to this Agreement contemplate that they may enter into a collaborative relationship which may involve the exchange of scientific, technical, or other information which is considered by the party owning such information (the “Disclosing Party”) to be proprietary and confidential (the “Confidential Information” or “CI”). Each party is willing to disclose its CI to the other party (the “Recipient”) for the purpose of: [Enter HERE purpose of information exchange, for example, discussing collaborative efforts and/or carrying out a proposed research project; establishing a scope of work for the contract; establishing a business relationship, etc.] . The parties desire to preserve and protect their respective rights in the CI.
3. Definitions:
“CI” as used in this Agreement, shall include any and all documents, materials, data or information disclosed by the Disclosing Party to the Recipient that (i) is clearly identified as CI at the time of disclosure, or (ii) the Recipient knows to be CI of the Disclosing Party. CI shall not include any information which at the time of disclosure is in the public domain, or which after disclosure is published or otherwise becomes part of the public domain in any manner other than by violation of this Agreement;
or was in the possession of the Recipient at the time of disclosure and was not acquired under an obligation of confidence.
or was in the possession of the Recipient at the time of disclosure and was not acquired under an obligation of confidence.
4. Term.
This Agreement is effective as of the date it is fully executed by all parties, and shall continue for a term of [suggest one year] year, unless sooner terminated as provided herein or extended by mutual, written agreement of the parties.
5. Non-disclosure Requirements.
The Recipient shall not, during the term of this Agreement and for [suggest three years] years thereafter, disclose, publish, or distribute, or permit same, to any other person or entity without the express, prior, written consent of the Disclosing Party, which consent may be withheld with or without cause in the sole discretion of the Disclosing Party, except that: (i) CI may be disclosed if so compelled by lawful subpoena or court order, provided that, immediately upon receipt of any such subpoena or order, the Recipient shall promptly notify the Disclosing Party and shall reasonably cooperate in any legal action to prevent or limit such disclosure; and (ii) the CI may be made available to those persons in the employ and under the direct supervision and control of the Recipient, only as necessary for collaboration or evaluation thereof, and when such information is disclosed or transmitted
will inform each such employee or agent who receives such CI of the confidential nature of such information and of these terms and conditions.
will inform each such employee or agent who receives such CI of the confidential nature of such information and of these terms and conditions.
6. No License to Intellectual Property.
This disclosure and Agreement shall in no way be considered as a license or conveyance of rights under any patents or patent applications. The CI, including any documents, drawings, sketches, designs, materials or samples supplied hereunder, shall remain the property of the Disclosing Party and no rights are granted to the Recipient except the limited right to use the CI as set forth above.
7. Termination, Default and Remedies.
Either party may terminate this Agreement, without cause, by giving sixty (60) day's written notice to the other party. Termination of this Agreement for any reason shall not relieve a party from its obligations incurred prior to the termination date. In the event of any default of this Agreement, the non-defaulting party, upon written notice to the defaulting party, may terminate this Agreement as of the date specified in the notice, and/or may obtain such other and further relief as may be provided by law, including injunction or restraining order as required to prevent unauthorized disclosures of CI; and, in any such action, it shall be presumed that a breach, or threatened breach, of this Agreement will result in irreparable harm to the non-defaulting party.
8. Notices.
All notices and other correspondence related to this Agreement shall be in writing and shall be delivered by: (i) certified mail with return receipt, (ii) hand delivery with signature or certification, (iii) fax transmission if verification of receipt is obtained, or (iv) email with return receipt, to the designated representative of the party as indicated in section 1 above. Notice shall be deemed effective on the date received. A party may change its designated representative for notice purposes at any time by written
notice to the other party.
notice to the other party.
9. Entire Agreement; Changes and Amendments.
This Agreement constitutes the entire agreement between the parties, and supersedes any previous contracts, understandings, or agreements of the parties, whether verbal or written, concerning the subject matter of this Agreement. No amendment to this
Agreement shall be valid unless it is made in a writing signed by the authorized representatives of the parties.
Agreement shall be valid unless it is made in a writing signed by the authorized representatives of the parties.
10. Severability; Survival of Terms.
In the event that any provision of this Agreement is held unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect. All clauses which impose obligations continuing in their nature and which must survive in order to give effect to their meaning will survive the expiration or termination of this Agreement.
11. Governing Law and Venue.
This Agreement shall be governed by and construed under the laws of the State of Colorado. Venue for any action arising under this Agreement shall be exclusively in the District Court in and for the County of Larimer, State of Colorado.