GEORGETOWN UNIVERSITY
DIVISION OF FINANCIAL AFFAIRS
NON-DISCLOSURE AGREEMENT Rev. 11.01.11
Georgetown University, a Congressionally chartered institution of higher education, with its principal
place of business at 37th and O Streets, N.W., Washington, D.C. 20057 (“Georgetown” or
“University”), and ______________________, a(n) _______________corporation with its principal
place of business at _____________________ (“___________”) hereby agree as follows:
1.
In consideration of, and reliance upon, the covenants of Georgetown and _____________ herein
contained, the parties have or will disclose to each other certain Confidential Information.
2.
For purposes of this Agreement, “Confidential Information” means all information not available
to the general public that is owned by a party to this Agreement as a result of the creative and
business efforts of herself, himself and/or its own employees and agents or is in a party’s
possession as the result of confidential disclosures from third parties, including suppliers or
customers, or its parent, subsidiary or other related companies, or its technical affiliates or
licensors. Confidential Information also includes, without limitation:
3.
(a)
unless clearly marked or identified otherwise, all documents, including contracts,
disclosures and written or oral statements disclosed by a party (the “Disclosing Party”) to
the other party (the “Receiving Party”);
(b)
information concerning current, future, or proposed products, financial performance and
projections, assets, products, customers, suppliers, employees, contracts, strategic
relationships, marketing plans and business plans;
(c)
proprietary information regarding
technical know-how capabilities, marketing,
operating, performance, cost, business pricing policies, programs, inventions, discoveries,
trade secrets, techniques, processes, and computer programming techniques; and all
record bearing media containing or disclosing such information or techniques disclosed
pursuant to this Agreement.
Confidential Information can be used by a Receiving Party only for evaluating, undertaking,
and/or performing business transactions between Georgetown and _______________. All
tangible materials that contain Confidential Information and all copies of such materials remain
the property of the Disclosing Party. Upon demand or upon the termination or expiration of this
Agreement, Confidential Information and all copies thereof and notes made therefrom must be
immediately destroyed by the Receiving Party or returned to the Disclosing Party, as it instructs.
If destroyed, the Receiving Party must certify in writing to the Disclosing Party that all such
information, including all copies, has been destroyed. The obligations of non-disclosure
hereunder will continue indefinitely, notwithstanding any termination or expiration.
37th & O Streets, NW, Box 5711984 Washington, DC 20057
4.
The Receiving Party cannot disclose, publish or communicate the Confidential Information to
any third party, except its accountants, attorneys, underwriters, subcontractors, and advisors
under a duty of confidentiality (“Permitted Third Parties”), without the prior written consent of
the Disclosing Party and must use all reasonable efforts to prevent inadvertent disclosure of the
Confidential Information to unauthorized personnel or to any other third party.
5.
The Receiving Party cannot use the Confidential Information or circulate it within its own
organization except to the extent necessary or desirable for negotiations, discussions and
consultations with personnel of the parties, or Permitted Third Parties.
6.
The obligations of the parties to this Agreement will not apply to any Confidential Information
if:
(a)
it was in the public domain at the time of communication to the Receiving Party or is
later placed in the public domain by the Disclosing Party;
(b)
it entered the public domain through no fault of the Receiving Party subsequent to the
time of disclosure hereunder to the Receiving Party;
(c)
it was in the Receiving Party’s possession free of any obligation of confidence prior to
disclosure hereunder; or
(d)
it was developed by employees or agents of the Receiving Party independently of and
without reference to any Confidential Information.
7.
The parties acknowledge and agree that injunctive relief is appropriate for any breach or
threatened breach hereof. In the event of any litigation or other proceedings before an
adjudicative authority regarding the construction hereof or any breach hereof, the parties hereby
consent to exclusive venue and jurisdiction for actions hereunder in the Courts of the District of
Columbia. This agreement is governed by and construed in accordance with the laws of the
District of Columbia in the United States, without regard to principles of conflicts of laws.
8.
This agreement governs all communications of Confidential Information between the parties for
a period of six months from the date of last signature below. Either party may terminate this
Agreement earlier upon 30 days written notice to the other party. The obligations of
confidentiality and non-use contained in this Agreement will continue for a period of five years
following the expiration or termination of this Agreement.
9.
No license to the Receiving Party under any trademark, patent or copyright, or application for
same that are now or hereafter may be obtained by the Disclosing Party, is either granted or
implied by the conveying of Confidential Information to the Receiving Party. None of the
Confidential Information, which is disclosed by the Disclosing Party, shall constitute any
representation, warranty, assurance, guarantee or inducement by the Disclosing Party to the
Receiving Party with respect to the infringement of trademarks, patents, copyrights or any rights
of privacy or any rights of any third party.
37th & O Streets, NW, Box 5711984 Washington, DC 20057
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below:
GEORGETOWN UNIVERSITY
By:
Its:
Date:
By:
Its:
Date: __________________________
37th & O Streets, NW, Box 5711984 Washington, DC 20057