CONFIDENTIAL DISCLOSURE AGREEMENT
The BOARD of TRUSTEES of WESTERN MICHIGAN UNIVERSITY, a public institution of higher
education and Constitutional Corporation of the state of Michigan, located at Kalamazoo, Michigan
(hereinafter referred to as WMU), on behalf of its principal investigator ___________ (Whomever
requested the NDA) and _____________, located at _____________________, (hereinafter referred to as
SECOND PARTY), this ___th of _________, 2015 ("Effective Date"), each independently possess and
will continue to acquire certain confidential and proprietary information concerning
____________________________. Each party wishes to disclose certain of its respective said information
(hereinafter referred to as INFORMATION) to the other party for the enumerated purposes and under the
terms of this agreement.
Both parties agree that this agreement does not grant any license, implied or otherwise, under any patent or
patent application now or hereafter owned or controlled by the other party or any other rights or obligations
except as specifically recited herein and shall not be construed as an agreement binding either party to
provide advice and assistance nor an agreement by either party to pay or reimburse the other party for
providing advice and/or assistance.
This Agreement shall remain in effect for a period of three (3) years after the Effective Date, but the
obligations in this Agreement with respect to each item of Confidential Information disclosed hereunder
shall continue for five (5) years after the date of initial disclosure of such item and survive any earlier
termination or expiration of this Agreement.
Both parties agree to hold in confidence and not to use except for evaluation, recommendations to and/or
discussion with the other party, and other purposes specifically requested by the party owning
INFORMATION, all INFORMATION disclosed by the other party in writing or disclosed orally and
confirmed in writing within thirty (30) days of disclosure under this agreement except:
(a) INFORMATION which at the time of disclosure is in the public domain or which, after disclosure,
becomes available to the public by publication or otherwise without the unauthorized disclosure by
the recipient party;
(b) INFORMATION which the recipient party can document as having been in its possession at the time of
disclosure and which was not acquired directly or indirectly from the other party;
(c) INFORMATION which recipient party can document as having been received from a third party, unless
the obligation of confidentiality is the same in this agreement and in an agreement with the third
party;
(d) INFORMATION which the receiving party independently develops without reference to the confidential
information of the disclosing party;
(e) INFORMATION which is approved for disclosure to others by written authorization of the disclosing
party; or
(f) INFORMATION the disclosure of which is required by law.
Both parties agree to take every reasonable precaution to safeguard the confidentiality of the other party's
INFORMATION, including restriction of access to INFORMATION to only essential employees, agents,
and/or associates; and maintaining all documents, memoranda, correspondence, data, notebooks, reports,
drawings, samples, or records in a secure location.
Version 4/17/2015
Upon written request, the Receiving Party shall return all items of the Disclosing Party’s INFORMATION
within thirty (30) days including all documents, memoranda, correspondence, data, notebooks, reports,
drawings, samples, summaries, or records and the like and all copies thereof containing the
INFORMATION. The recipient party can, however, destroy such materials if the recipient party does not
receive a request for their return within six (6) months of termination of this agreement. Notwithstanding the
foregoing, the Receiving Party 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.
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, the Parties have executed this agreement by their duly authorized
representatives as of the Effective Date.
____________________________
Board of Trustees of Western Michigan University
Kalamazoo, MI 49008-5456
Signature: ___________________________
Signature: __________________________
Name Typed:_______________________
Daniel M. Litynski
Title: _______________________
Title:
Vice President for Research
Date: __________________
Date:
___________________
Version 4/17/2015