保密协议范本/confidential agreement


CONFDENTIALITY AGREEMENT
THIS AGREEMENT 15 made as of , 2003 , by and between ( hereinaft6r referred to as " Company , , ) , a corporation duly organized under the laws of the State of _ _ _ _ _ _ , and having its principal place of business at
, and The Research Foundation of State University of New York ( hereinaffer referred to as " Foundation " ) , having its principal place of business at 35 State Street , Albany , New York 12207 U . S . A . ( mailing address : P . 0 . Boxg , Albany , New York 12201 一0009 ) .
A . The parties to this Agreement have developed or acquired fechnical and other proprietary information re lating to Research Foundation Invention Case Number , entitled " " ( hereinaffer referred fo as " Confidential Information " ) and the parties wish to ensure that the information which may be d iSC } OS6d to 68Ch oth6r 15 tr68t6d in StriCt6St Confid6nC6 .
B . Each of the parties desires fo receive such Confidential Information from the other for the limited purpose of evaluating the suitability of entering into a business relationship or sponsorship of research , and each party recognizes the importance of safeguarding such Confidential Information against unauthorized use or d iSC } OSUr6 .
NOW , THEREFORE , in consideration ofthedisclosuresmadehereunder , andcovenantsenferedinto herewith , Company and Foundation agree as follows .
Company and Foundation are willing to disclose such information to each other under the following ConditionS :
1 . Each party , 5 Confidential Information shall be supplied to the other party in writfen , graphic , phofographic , recorded , profotype , sample , or in any other tangible form and shall be identified as being disclosed under this Agreement . Any Confidential Information which 15 disclosed in oral form shall be identified as such at the time of disclosure and confirmed in writfen summary form within thirty ( 30 ) days affer its disclosure to the receiving party . #p#分页标题#e#
2 . As used in this Agreement , " Confidential Information " shall mean all dats , samples , technical and economic information , commercialization , clinical and research strategies , trade secrets and know 一how disclosed or provided by one party fo the other in accordance with Paragraphl , except such information which ( a ) can be sh0Wn by the receiVing party to haVe been in its possession prior fo disclosure to it by the other party ; ( b ) at the time of disclosure hereunder 15 , or thereaffer , becomes , through no fault ofthereceivingparty , partofthepublic domain by publication or othewise ; ( c ) 15 furnished to the receiving party by a third party affer the time of d isclosure hereunder as a matter of right and without restriction on its disclosure ; ( d ) 15 independently developed by employees or agents of the receiving party who have not had access , direct or indirect , fo the Con 行dential Information received from the other ; ( e ) 15 furnished to others by the disclosing party without restriction on d isclosure ; or ( f ) 15 disclosed fo a third party with the writfen approval of the disclosing party .
3 . Each party agrees to limit its use of any Con 行dential Information received from the other party to the evaluation for the additional purpose of negotiating in good faith the terms and conditions of a licensing or research agreement between them , and for no other purpose unless the parties shall othenIVise agree in writing . Each party agrees fo not make , use , sell , offer for sale , or have made , any product or service based upon the Confidential Information provided fo it without executing a licensing agreement . Each party further agrees not to reverse Page 1 ofZ
engineer or disassemble the technology disclosed to it .
4 . Each party agrees to maintain in con 行dence and not to disclose any Confidential Information received from the other party other than to employees or agents who have a need fo know the Confidential Information for the purpose described in Paragraph 3 . #p#分页标题#e#
5 . Each party agrees not to make any copies in whole or in part of Con 行dential Information or analyze samples of tangible maferials included therein , which are not available on the open market or from other sources , for any purposes other than the purposes set forth in Paragraph3 , and will , upon request by the disclosing party , return all tangible materials furnished hereunder and any notes or memoranda ofconversationsrelatingthereto , including any copies thereof .
6 . The party receiving Con 行dential Information under this Agreement shall be held to the same standard of care in protecting such information as the receiving party normally employs fo preserve and safeguard its own Confidentis } } nformstion of 51 而｝sr kind .
7 . The obligation of the parties under this Agreement shall terminafe on the fiffh anniversary of the dafe of th 15 Agreement .
8 . No right or license under any pafent application , patent or other proprietsry right 15 granted hereunder by implication or otherwise .
9 . This Agreement may not be changed or modified or released , discharged , abandoned , or othewise
ferminafed in whole or in part , except by an instrument in writing signed by a duly authorized of 行cer of each of Company and Foundation .
10 . This AgreementshallbeconstruedunderthelawsoftheStateofNewYork .
IN WITNESS WHEREOF , the parties hereto have execufed this Agreement the day and yearfirstabovewritten .
The Research Foundation of State University of New York