Office of Sponsored Programs
University of Virginia
P.O. Box 400195
Charlottesville, VA 22904-4195
(434) 924-4270 * Fax (434) 982-3096
NON-DISCLOSURE AGREEMENT
For Bilateral Disclosures
THIS Agreement, entered into by and between The Rector and Visitors of the University of Virginia, a not
for-profit educational institution of the Commonwealth of Virginia located at 1001 North Emmet Street,
Charlottesville, Virginia 22903, through its employee __________, and _____________, a for-profit
[state]
corporation with principal place of business at ________________, (collectively, the “Parties”) is for the purpose as
hereinafter set forth.
WHEREAS the Parties intend to engage in discussions concerning the establishment of a research
relationship between them. In the course of such discussions, it is anticipated that either Party may disclose to the
other Party certain of its Confidential Information for the purpose of enabling the other Party to evaluate further the
desirability of entering into such a relationship (“Disclosure”). The Parties have entered into this Agreement in order
to assure that their Confidential Information will be protected from disclosure or misuse in accordance with the terms
of this Agreement.
THEREFORE, in consideration of each Party making such Confidential Information available to the other
Party, the Parties agree as follows:
1.
As used herein, a Party disclosing Confidential Information is referred to as the “Disclosing Party” and a Party
receiving such Confidential Information is referred to as the “Receiving Party.”
2.
As used herein, “Confidential Information” includes, but is not limited to, devices, inventions, processes,
compilations of information, records, specifications, information concerning customers or vendors, information
relating to a Party's patents, systems, formulas, processes, manufacturing procedures, manuals, confidential
reports, customers, business opportunities and prospective business opportunities, costing and pricing
procedures, marketing and business strategies, the equipment and methods used by a Party or its customers, and
the amounts paid by such customers for a Party's products and any other confidential information disclosed or
made available by the Disclosing Party to the Receiving Party during the term of this Agreement.
3.
The Receiving Party agrees to safeguard the confidentiality of the Confidential Information using at least the
same degree of care it exercises in protecting its own confidential information, and it further shall not use any
such Confidential Information for any purpose except for evaluating a possible relationship with the Disclosing
Party. The Receiving Party further agrees to disclose the Confidential Information only to its employees with a
need to know such information for the purposes contemplated by this Agreement, and shall inform such
employees of its obligations under this Agreement. The Receiving Party shall allow its employees to reproduce
the Confidential Information only to the extent necessary to effect the purposes of this Agreement, with all such
reproductions being considered Confidential Information.
4.
The Receiving Party agrees not to disclose or permit the disclosure of Confidential Information to third parties
without the prior written consent of the Disclosing Party, and without each such third party having entered into a
written confidentiality agreement in a form approved by the Disclosing Party.
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5.
The obligations of confidentiality set forth in this Agreement shall not apply to the extent that the Receiving
Party can demonstrate that any Confidential Information:
(a) has not been identified as Confidential Information in writing and appropriately marked at the time of
Disclosure;
(b) has been published or is otherwise generally known at the time of Disclosure;
(c) becomes published or otherwise generally known after Disclosure, other than in violation of this
Agreement;
(d) was in the possession of the Receiving Party at the time of Disclosure and was not acquired directly or
indirectly from the Disclosing Party;
(e) was received after the time of Disclosure from a third party who did not require such Confidential
Information to be held in confidence and who, to the best of Receiving Party’s knowledge, did not
acquire such Confidential Information directly or indirectly from the Disclosing Party under an
obligation of confidence;
(f) was developed independently by the Receiving Party without the aid or benefit of the Disclosing
Party’s Confidential Information; or
(g) is required by law, regulation, subpoena or government or judicial order to be disclosed.
6.
The Receiving Party agrees that the Disclosing Party is and shall remain the exclusive owner of the Confidential
Information and all patent, copyright, trademark, trade secret, and other intellectual property rights in such
Confidential Information. No option, license, or conveyance of such intellectual property rights to the
Receiving Party is granted or implied under this Agreement. If any such intellectual property rights are to be
granted to Receiving Party, such grant shall be expressly set forth in a separate written instrument.
7.
Unless sooner terminated, this Agreement shall remain in effect for a term of twelve months from the effective
date of this Agreement.
8.
This Agreement shall terminate prior to the expiration of the twelve months term if either Party decides not to
enter into a relationship with the other Party, and such other Party receives written notice to that effect.
9.
Upon termination of this Agreement, or at any time at the request of the Disclosing Party, Receiving Party shall
return to the Disclosing Party all originals and/or copies of documents, materials, and other tangible
manifestations of Confidential Information in the possession or control of Receiving Party.
10. The obligations of confidentiality contained herein shall survive termination of this Agreement either until said
Confidential Information becomes part of the public domain by publication or otherwise, not due to any
unauthorized act or omission on the part of the Receiving Party, or for a period of three (3) years following
termination of this Agreement, whichever occurs first. The obligation to return all Confidential Information shall
survive until such time as all such Confidential Information has been returned to the Disclosing Party.
11. Miscellaneous.
(a) Any notice required to be given under this Agreement, and any invoice, payment, or communication
associated with the performance of this Agreement shall be deemed made, if delivered either to the address
given below or to such other address as may hereafter be specified in writing by the Parties:
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If to [company name]:
If to University:
____________________
____________________
____________________
____________________
____________________
Phone: ______________
Fax: ________________
Email: ______________
Michael G. Glasgow, Jr.
Office of Sponsored Programs
University of Virginia
P.O. Box 400195
Charlottesville, VA 22904-4195
Phone: _________________
Fax: ___________________
Email: _________________
Notice shall be deemed to have been made, if by hand upon the date so delivered; if by registered or
certified mail, postage prepaid and return receipt requested, upon third day after deposit in the United States
mail; if by express currier service on the date actually delivered; and if by facsimile upon receipt.
(b) This Agreement may not be modified, amended, or discharged, in whole or in part, except by an agreement
in writing signed by the Parties.
(c) This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors
and assignees.
(d) This Agreement is made under, and shall be construed in accordance with, the laws of the Commonwealth
of Virginia. Any legal action involving this Agreement will be adjudicated in the Commonwealth of
Virginia.
(e) This Agreement supersedes all prior agreements, written or oral, between the Parties relating to the subject
matter of this Agreement.
(f) Neither Party shall use the name of the other Party in any advertising or publicity material or make any form
of representation or statement which would constitute an express or implied endorsement of any commercial
product or service, and that it shall not authorize others to do so, without first having obtained written
permission from the other Party.
(g) Each paragraph and provision of this Agreement is severable from the entire Agreement; and if any
provision is declared invalid, the remaining provisions shall nevertheless remain in effect.
(h) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same document. This Agreement may be executed by
Facsimile. The Parties agree that Facsimile copies of signatures have the same effect as original signatures.
(i) Any modifications or additions to this Agreement must be negotiated and approved through the Office of
Sponsored Programs, P.O. Box 400195, Charlottesville, Va. 22904-4195 (phone: 434-924-4270; fax:
434-982-3096).
[Remainder of page intentionally left blank.]
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IN WITNESS THEREOF, the Parties hereby cause this Agreement to be executed by their duly authorized
representatives effective as of the date of the last signature below.
THE RECTOR AND VISITORS OF
THE UNIVERSITY OF VIRGINIA
By:__________________________
Gerald J. Kane
Director of Grants and Contracts
Office of Sponsored Programs
By:__________________________
Authorized official
Date:__________________________
Date: __________________________
I have read and understand the terms and conditions contained herein:
By:
_______________________
Date:
_______________________
[This Agreement, if unaltered, has been approved for use by the University of Virginia
Office of Sponsored Programs on June 6th, 2003, by the University’s Office of General Counsel and Office of Risk
Management.]
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