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 ___________ to WMU 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, and financial information,
which will be disclosed by __________ to WMU which is related to ________.
______ shall clearly mark as confidential any information that it shall deem
confidential.
2. CONFIDENTIALITY
2.1. WMU hereby agrees i) to maintain the Confidential Information in confidence using
at least the same degree of care WMU 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 is 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 WMU; ii) was rightfully within WMU's possession
prior to receipt from ______; iii) is independently developed by WMU without
reference to _______’s Confidential Information; iv) is subsequently supplied to
WMU by a third party having no obligation of confidentiality to ________; v) is
approved for disclosure to others by written authorization of _______; 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. WMU 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 written request, WMU shall return to ______ within thirty (30) days all extant
copies of any Confidential Information acquired by WMU pursuant to this agreement
upon the termination of this agreement or the termination of the relationship with
rev 4.17.15
______. WMU can, however, destroy such materials if WMU does not receive a request for
their return within six (6) months. Notwithstanding the foregoing, WMU 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 WMU’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. WMU 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
Western Michigan University
___________________________
Signature:
Signature:
Name Typed:
Name Typed: Daniel M. Litynski
Title:
Title: Vice President for Research
Date:
Date:
rev 4.17.15