Mutual Agreement Form

Mutual Confidential Disclosure Agreement

This Mutual Confidential Disclosure Agreement (this Agreement), effective as of , is entered into by , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as ABC, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as XYZ, for the purpose of protecting and preserving the patent, trade secret and other proprietary rights in information to be disclosed or made available to each other under this Agreement.

The Parties agree as follows:

1. Proprietary Information, for the purposes of this Agreement, shall mean certain proprietary or confidential business or technical information including, but not limited to, technical, financial, commercial, marketing or other business information that the disclosing party desires to protect against unrestricted disclosure or competitive use. Information to be subject to this Agreement shall be disclosed in writing and labeled with an appropriate proprietary legend. When disclosed verbally or visually, the Proprietary Information shall be designated as proprietary at the time of such disclosure, with subsequent confirmation provided in writing within thirty (30) calendar days following such disclosure, referencing the date and description of the Proprietary Information disclosed with an appropriate proprietary legend affixed thereto.

2. The Purpose for which Proprietary Information shall be disclosed is the use and evaluation of Proprietary Information in connection with the following ABC Invention Disclosures and/or subject matter:

3. For a period of three (3) years from the date of disclosure, the receiving party shall:

A. Protect received Proprietary Information from disclosure to third parties with at least the same degree of care (but no less than a reasonable degree of care) as it uses to protect its own proprietary or confidential information of like kind from unauthorized use or disclosure;

B. Limit the access to and dissemination of received Proprietary Information only to those individuals who have a need for such information to fulfill the Purpose stated herein and have been notified of and agree to the obligations imposed by this Agreement;

C. Use received Proprietary Information only in furtherance of the Purpose; and

D. Not reproduce received Proprietary Information or incorporate it into derivative works or notes unless necessary to fulfill the Purpose, and in such case only if that Proprietary Information continues to be identified as Proprietary Information of the disclosing party.

4. The foregoing shall not apply to any information that the receiving party can show by competent evidence:

A. Was known to it prior to the disclosure of that information by the disclosing party;

B. Is independently developed by or for it without breach of this Agreement by persons who have not been exposed to the Proprietary Information;

C. Was publicly available and readily ascertainable in substantially the same form at the time of disclosure, or became publicly available and readily ascertainable in such form without breach of this Agreement;

D. Was or is publicly disclosed by the disclosing party, or is rightfully received by the receiving party from a third party, without an obligation of confidentiality; and/or

E. Is required by statutory, regulatory, administrative or judicial order or requirement to be disclosed, provided that the disclosing party gives prompt notice of such intended disclosure.

Proprietary Information shall not be deemed to be within the above exceptions merely because it is (i) embraced by more general public information, or (ii) a combination derivable from separate sources of public information, none of which discloses the combination itself.

5. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation, the export control laws of the United States. The receiving party and its affiliates will not export or re-export any information furnished hereunder unless it complies fully with all regulations of the United States relating to such export or re-export. This information shall be handled in strict accordance with the U.S. export administration regulations, and the receiving party agrees to comply, and do all things necessary to cause its affiliates to comply, with all applicable federal, state, and local laws including (but not limited to) the Regulations of the U.S. Department of Commerce relating to the Export of Technical Data, insofar as they relate to activities to be performed under this Agreement.

6. Proprietary Information remains the property of the disclosing party. Upon written request of the disclosing party, the receiving party shall immediately return or destroy the Proprietary Information supplied by the disclosing party, except that one copy of the Proprietary Information may be retained by receiving party for the sole purpose of ensuring compliance with the confidentiality obligations contained herein.

7. It is agreed by the receiving party that the disclosure by disclosing party of its Proprietary Information does not grant any rights, either expressly, by implication, estoppel, or otherwise to intellectual property or any other right or license, except as specifically set forth herein. None of the Proprietary Information that may be submitted or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee, or inducement by either party to the other with respect to the infringement of trademarks, patents, copyright, or any rights of privacy, or other rights of third persons.

8. Neither this Agreement nor the disclosure or receipt of Proprietary Information shall create an obligation for either party to make any further agreement or business arrangement, purchase products or services, or engage in any present or future marketing activities. This Agreement imposes no obligation to disclose Proprietary Information, nor to purchase, sell, license, transfer, otherwise dispose of, or practice any products, services or information.

9. No failure or delay by a party in exercising any right, power, or privilege under this Agreement or enforcing any provision of this Agreement shall operate as a waiver thereof, nor preclude the party from any later exercise thereof or the exercise of any other right, power, or privilege under this Agreement, nor seeking enforcement or any available remedy.

10. Unless earlier terminated, this Agreement shall continue in full force and effect for one (1) year from the effective date of this Agreement. This Agreement may be terminated by either party at any time upon thirty (30) days written notice to the other party. The termination of this Agreement shall not relieve either party of its obligations with respect to Proprietary Information received under this Agreement.

11. Neither party shall use the name of the other or any contraction or derivative thereof or the name(s) of the other party’s faculty members, employees, or students, as applicable, in any advertising, promotional, sales literature, or fundraising documents without prior written consent from the other party.

12. This Agreement does not create any agency, partnership, joint venture, employment, or independent contractor relationship between the parties.

13. This Agreement shall be binding upon the parties, their successors, and assignees. This Agreement is personal to, and may not be assigned or transferred by, the parties without the prior written consent of the other. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than ABC or XYZ any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

14. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

15. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

16. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

17. Notice. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

18. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

19. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

20. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

21. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

23. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.

Acknowledgments