Academic Discussion Agreement

ACADEMIC DISCUSSION AGREEMENT

This Academic Discussion Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A Name: and Party B Name: . Each of Party A and Party B shall be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, the Parties intend to engage in discussions concerning academic research, ideas, data, methodologies, experimental designs, preliminary results, and related materials described as: (the Subject Matter);

WHEREAS, in connection with such discussions, each Party may disclose information that it considers confidential or proprietary; and

WHEREAS, the Parties desire to set forth the terms under which Confidential Information (as defined below) will be protected and used in order to preserve academic collaboration while protecting existing intellectual property and publication rights.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any information, whether written, oral, electronic or visual, disclosed by a Disclosing Party to a Receiving Party in connection with the Subject Matter, including but not limited to research data, experimental results, protocols, unpublished manuscripts, technical ideas, algorithms, drafts, diagrams, and grant or funding applications, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances.

1.2 "Disclosing Party" means the Party disclosing Confidential Information. "Receiving Party" means the Party receiving Confidential Information.

1.3 Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) is already known to the Receiving Party at the time of disclosure as established by written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

2. SCOPE OF DISCUSSION

2.1 The Parties agree to discuss the Subject Matter for the limited purpose of evaluating potential collaboration, providing peer feedback, and exploring joint research opportunities (Purpose). The Receiving Party shall use Confidential Information solely for the Purpose and not for any commercial exploitation, private gain, or research outside the Purpose without the prior written consent of the Disclosing Party.

2.2 The Receiving Party shall not publish, distribute, reproduce, or otherwise disclose Confidential Information except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party.

3. CONFIDENTIALITY OBLIGATIONS

3.1 The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. The Receiving Party shall restrict disclosure to those of its employees, contractors, agents, or academic collaborators who have a need to know for the Purpose and who are bound to obligations of confidentiality at least as protective as those set forth herein.

3.2 The Receiving Party shall be responsible for any breach of this Agreement by persons to whom it discloses Confidential Information.

3.3 Upon written request of the Disclosing Party or upon termination of discussions, the Receiving Party shall promptly return or destroy (at the Disclosing Party's election) all Confidential Information and certify in writing that it has complied with this obligation, except that the Receiving Party may retain one archival copy to the extent retention is required by applicable institutional record retention policies, provided such copy remains subject to the confidentiality obligations herein.

4. INTELLECTUAL PROPERTY

4.1 Nothing in this Agreement grants any license or other rights, by implication or otherwise, to any patent, copyright, trade secret or other intellectual property of the Disclosing Party. All rights, title and interest in and to Confidential Information and any derivatives thereof remain with the Disclosing Party.

4.2 The Parties acknowledge that any jointly developed inventions or works shall be subject to a separate written agreement to be negotiated in good faith; absent such an agreement, no rights to exploit joint inventions or works are granted by this Agreement.

5. PUBLICATION AND ATTRIBUTION

5.1 Academic publication is recognized as an important objective. A Receiving Party shall not submit for publication any Confidential Information that would disclose the Disclosing Party's proprietary data or identifiable Confidential Information without first obtaining the Disclosing Party's prior written consent, which shall not be unreasonably withheld. The Parties shall use reasonable efforts to coordinate publication timing to permit proper protection of patentable subject matter.

5.2 Where publication incorporates non-confidential contributions of the Disclosing Party, appropriate authorship attribution shall be provided consistent with customary academic norms.

6. RECORDING AND MATERIALS

6.1 No Party shall make audio, video, photographic, or digital recordings of meetings or discussions that include Confidential Information without the prior written consent of all Parties. Any permitted recordings shall be treated as Confidential Information.

6.2 Physical materials or datasets provided by the Disclosing Party shall be used only for the Purpose and shall be returned or destroyed as provided in Section 3.3.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated by mutual written agreement of the Parties.

7.2 Notwithstanding termination or expiration, the Receiving Party's obligations with respect to Confidential Information disclosed during the Term shall survive for a period of years from termination or for such longer period as required by applicable law.

8. REMEDIES

8.1 The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.

8.2 In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.

9. REPRESENTATIONS

9.1 Each Party represents and warrants that it has the full right, power and authority to disclose the Confidential Information it provides and to enter into this Agreement, and that the execution and performance of this Agreement will not violate any agreement with a third party.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized courier service to the addresses set forth below:

11. AMENDMENT AND WAIVER

11.1 This Agreement may be amended, modified or supplemented only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

12. GOVERNING LAW AND JURISDICTION

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

12.2 The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located within the chosen state for the resolution of any disputes arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

13.1 This Agreement contains the entire understanding of the Parties relating to the Subject Matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to such Subject Matter.

13.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that, as closely as possible, effects the Parties' original intent.

13.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall have the same force and effect as originals.

ADDITIONAL PROVISIONS

NOTIFICATION OF BREACH

In the event the Receiving Party becomes aware of any unauthorized disclosure or use of the Disclosing Party's Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing and shall cooperate in any reasonable investigation and mitigation of such disclosure.

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