Non-Disclosure Agreement
Between
The University of West Florida and
Insert Name of Company
This Mutual Non-Disclosure Agreement (“Agreement”), dated the _______ day of_______________,
2009, is entered into between Insert Name of Company, insert type of entity, located at Insert Address,
and The University of West Florida, a constituent institution of the State University System of Florida,
for and on behalf of the University of West Florida Board of Trustees, a public body of the State of
Florida, located at 11000 University Parkway, Pensacola FL 32514 (collectively, the “parties”) to
assure the protection and preservation of the confidential and/or proprietary nature of information
(“Confidential Information”) to be disclosed or made available to each other. For purposes of this
Agreement, the “Purpose” for which Confidential Information shall be disclosed is the use and evaluation
of Confidential Information in connection with marketing, and the potential licensing of software and
information technology products:
Product: “Insert Title”
In reliance on and in consideration of the foregoing premises and the following undertakings, the parties agree as follows:
_________________________________________________________________________________________________________________________
1. Subject to the limitations set forth in Paragraph 2,
all information disclosed by one party to the other party
shall be deemed to be "Confidential Information." In
particular, Confidential Information shall be deemed to
include (i) all written information of the disclosing party
which conspicuously bears a “Confidential,”
“Proprietary” or similar designation, and (ii) all oral
information of the disclosing party which is identified at
the time of disclosure as being of a confidential or
proprietary nature and is subsequently confirmed in
writing by the disclosing party and provided to the
receiving party not more than ten (10) days after the
date of such oral disclosure.
2. The term "Confidential Information" shall not be
deemed to include information which: (a) is known to
the receiving party prior to disclosure by the disclosing
party; (b) is rightfully received by the receiving party
from a third party having the right to disclose the
information; (c) becomes publicly available through no
wrongful act of the receiving party; (d) is hereafter
furnished by the disclosing party to others without a
similar restriction on disclosure; (e) is independently
developed by the receiving party without breach of this
Agreement; or (f) is disclosed in response to a valid
legal process of a court or other lawful order, provided,
however, that the responding party shall first have given
notice to the disclosing party hereto and shall have
provided reasonable assistance at the disclosing party’s
expense in any efforts to contest or limit the scope of
such legal process.
3. Each party shall maintain the other party's
Confidential Information in confidence and shall not
disclose to any third party or use any Confidential
Information for any purpose except as otherwise set
forth in this Agreement. Each party may use
Confidential Information only to the extent required to
accomplish the Purpose of this Agreement. Confidential
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. No rights or licenses
to trademarks, inventions, copyrights or patents are
implied or granted under this Agreement, or by virtue of
the disclosure of any Confidential Information
hereunder.
4. The receiving party will not copy any
Confidential Information of the disclosing party,
except as necessary to carry out the Purpose of this
Agreement and shall protect any such copies in
accordance with this Agreement.
5. Each party under this Agreement shall advise its
employees who might have access to Confidential
Information of the other party of the confidential nature
thereof and of the obligations of such party hereunder.
No Confidential Information shall be disclosed to any
employee who does not have a legitimate business need
for such information. For the purposes of this Section 5,
the term "employee" shall include, in addition to
employees, the directors, officers, consultants and other
agents of the receiving party.
6. All Confidential Information (including all copies
thereof) shall remain the property of the disclosing
party. Upon receipt of a written request from any
party which is a disclosing party hereunder, each
receiving party shall immediately return or destroy the
Confidential Information supplied by the disclosing
party, including any and all copies thereof and
including all analyses, compilations, summaries,
studies and other material prepared by such party or its
employees and based in whole or in part on, or
otherwise containing or reflecting, any of the
Confidential Information.
Concurrently with the
accomplishment of the foregoing, an authorized
representative of each party shall certify in writing to
the other that it has accomplished the same. The
foregoing shall be in addition to and not in lieu of any
other remedies afforded to each party under this
Agreement, in equity, or at law.
Notwithstanding any other terms or conditions of this
Agreement, the receiving party may disclose
Confidential Information to satisfy a legal demand by
a court of competent jurisdiction or U.S.
Governmental action; provided, however, that the
receiving party shall first advise the disclosing party
prior to the disclosure so that the disclosing party has
the opportunity to seek appropriate relief from the
court or Governmental order, and provided further that
the receiving party shall disclose only that portion of
the Confidential Information which is legally required
to be disclosed and request confidential treatment of
the Confidential Information by the court or
Governmental entity.
7. This Agreement shall continue in full force and
effect for so long as the parties continue to exchange
Confidential Information. This Agreement may be
terminated by either party at any time upon five (5) days
written notice to the other party. The termination of this
Agreement shall not relieve either party of the
obligations imposed by Paragraphs 3, 4, 5, 6, 7 and 10
of this Agreement with respect to Confidential
Information disclosed prior to the effective date of such
termination and the provisions of those Paragraphs shall
survive the termination of this Agreement for a period of
three (3) years from the date of such termination.
8. This Agreement shall be governed by, construed
and interpreted in accordance with the laws of the
State of Florida without regard to its conflicts of law
doctrine. Venue shall be in Escambia County, Florida.
9. Each party hereby acknowledges and agrees that
in the event of any breach of this Agreement by the
other party, including, without limitation, the actual or
threatened disclosure or unauthorized use of a
disclosing party's Confidential Information without the
prior express written consent of the disclosing party,
the disclosing party will suffer an irreparable injury,
such that no remedy at law will afford it adequate
protection against, or appropriate compensation for,
such injury. Accordingly, each party hereby agrees
that in the event of a breach of its obligations
hereunder the other party may be entitled to equitable
relief, including but not limited to specific
performance of the breaching party’s obligations under
this Agreement, as well as such further relief as may
be granted by a court of competent jurisdiction.
Each party shall bear all costs and expenses incurred
by it in complying with this Agreement. This
Agreement is only for the purpose of protecting
Confidential Information and shall not be construed as
a teaming agreement, joint venture, or other
contractual arrangement or as an obligation to enter
into a contract, subcontract, or other business
relationship.
10. The parties' rights and obligations under this
Agreement will bind and inure to the benefit of their
respective successors, heirs, executors, administrators
and permitted assigns. This Agreement may not be
assigned by either party without the prior written
consent of the other party. For purposes of this
Agreement, any corporate merger, acquisition,
consolidation or transfer to an affiliate shall not be
considered an assignment. The term affiliate means
another entity that directly or indirectly controls, is
controlled by, or is under common control with the
party in question.
11. If any provision of this Agreement is found by a
court of competent jurisdiction to be unenforceable, that
provision shall be severed and the remainder of this
Agreement will continue in full force and effect.
12. Any notices required or permitted hereunder shall
be in writing and given to the person executing this
Agreement below at the address first specified above or
at such other address or point of contact as either party
shall specify in writing. Such notice shall be deemed
given upon: (i) personal delivery by a nationally
recognized overnight delivery service; or (ii) if sent by
certified or registered mail, postage prepaid, return
receipt requested, three (3) days after the date of
mailing.
13. This Agreement sets forth the entire understanding
between the parties hereto relative to the disclosure of
Confidential Information covered by this Agreement,
and supersedes all previous or contemporaneous
understandings, commitments, or agreements, written or
oral, regarding the subject matter hereof.
This Agreement shall be effective as of the date first
written above.
EXECUTED BY:
Insert Name of Company
Signature:__________________________________
Employee Joinder:
I, the undersigned employee of the University of West
Florida, certify that I have read and understand the
foregoing Non-Disclosure Agreement, and agree to
comply with the provisions thereof.
Name:
Title:
__________________________________
Name:
Title:
Date:
University of West Florida
I, the undersigned employee of the University of West
Florida, certify that I have read and understand the
foregoing Non-Disclosure Agreement, and agree to
comply with the provisions thereof.
Research and Sponsored Programs
Signature:__________________________________
Name:
Title:
Richard S. Podemski, Ph.D.
Associate Vice President for Research
Approved for form and legality:
_______________________________________
University Counsel
__________________________________
Name:
Title:
Date:
I, the undersigned employee of the University of West
Florida, certify that I have read and understand the
foregoing Non-Disclosure Agreement, and agree to
comply with the provisions thereof.
__________________________________
Name:
Title:
Date:
I, the undersigned employee of the University of West
Florida, certify that I have read and understand the
foregoing Non-Disclosure Agreement, and agree to
comply with the provisions thereof.
__________________________________
Name:
Title:
Date:
I, the undersigned employee of the University of West
Florida, certify that I have read and understand the
foregoing Non-Disclosure Agreement, and agree to
comply with the provisions thereof.
__________________________________
Name:
Title:
Date: