CONFIDENTIAL DISCLOSURE AGREEMENT
This Confidential Disclosure Agreement is entered into between the Board of Trustees of
Western Michigan University, a Michigan Constitutional body corporate with its principal
office located in Kalamazoo, Michigan (hereinafter "WMU"), on behalf of its principal
investigator ___________ (Whomever requested the NDA) and _________ with its principal
office located in _________ (hereinafter “_________”) this ___th of _________, 2015
("Effective Date"). This Confidential Disclosure Agreement shall govern the terms and
conditions of disclosure by WMU to _________ of certain confidential information.
1. DEF1NITIONS:
1.1. "Confidential Information" shall include any and all information, whether or not
patented or patentable, know-how, data, documents, methods, copyright, trade
secrets, technology, information derived from studies or research, and financial
information, which will be disclosed by WMU to _________, which is related to
_________. WMU shall clearly mark as confidential any information that it shall
deem confidential.
2. CONFIDENTIALITY
2.1. _________ hereby agrees i) to maintain the Confidential Information in confidence
using at least the same degree of care _________ uses to protect its own Confidential
Information; ii) not to use the Confidential Information except for the purpose of
exploring and furthering the relationship between _________ and WMU; iii) not to
disclose Confidential Information to others, save and except for its directors, officers,
employees, and consultants and agents who have a legitimate need to know the
Confidential Information and who shall also be bound by this Agreement.
2.2. The obligation of confidence and non-use of Confidential Information shall not apply
if it i) is at the time of disclosure or becomes after disclosure, general or public
knowledge through no fault of _________; ii) was rightfully within _________’s
possession prior to receipt from WMU; iii) is independently developed by _________
without reference to WMU’s Confidential Information; iv) is subsequently supplied to
_________ by a third party having no obligation of confidentiality to WMU; v) is
approved for disclosure to others by written authorization of WMU; or vi) is required
to be disclosed by applicable law or court order.
3. TERM
3.1. This Agreement shall commence on the Effective Date. _________ shall continue to
be bound by this agreement for a period of five (5) years after the date the disclosure
is made or for three (3) years after the cessation of any contractual relationship
between _________ and WMU in connection with the subject of the Confidential
Information provided, whichever date is later.
3.2 Upon request, _________ shall return to WMU within thirty (30) days all extant
copies of any Confidential Information acquired by ________ pursuant to this
agreement upon the termination of this agreement or the termination of the
relationship with WMU. _________ can, however, destroy such materials if
rev 4.17.15
__________ does not receive a request for their return within six (6) months.
Notwithstanding the foregoing, _________ may retain media and materials containing
Confidential Information (a) to comply with legal, regulatory and audit requirements,
if applicable, and (b) in conformity with its usual electronic system back-up
procedures, in each case subject to Receiving Party’s confidentiality obligations
hereunder.
4. GENERAL PROVISIONS
4.1. This Agreement shall be governed and construed in accordance with the laws of the
State of Michigan without regard to state law choice of law provisions.
4.2. This agreement may be extended to the Western Michigan University Research
Foundation if it is deemed appropriate by WMU. No other extension or assignment
may be made without the prior written consent of _________.
4.3. _________ will not issue any press release or other public announcement relating to
this Agreement. Neither party will use the logo, name, or likeness of the other
without the prior written consent of the other party.
4.4. Nothing contained in this Agreement shall be construed to grant to the receiving
Party any rights in respect of such Confidential Information and Material other than
for the stated purpose.
4.5. The Parties agree that any xerographically or electronically reproduced copy of this
fully- executed agreement shall have the same legal force and effect as any copy
bearing original signatures of the parties.
IN WITNESS WHEREOF, _________ and WMU have executed this agreement by their duly
authorized representatives as of the Effective Date.
___________________________
Board of Trustees of
Western Michigan University
Signature:
Signature:
Name Typed:
Name Typed: Daniel M. Litynski
Title:
Title: Vice President for Research
Date:
Date:
rev 4.17.15