CONFIDENTIAL DISCLOSURE AGREEMENT
This AGREEMENT, dated as of Agreement Date (Effective Date), is made between THE
BOARD OF TRUSTEES OF SOUTHERN ILLINOIS UNIVERSITY, by and on behalf of its
School of Medicine, a body politic and corporate of the State of Illinois located in Springfield,
Illinois ("Institution") and Company Name ("Company"), located at Company Address.
RECITALS
WHEREAS, Company is willing to disclose proprietary and confidential information/data
with respect to a potential effort in the field of: subject matter of CDA;
WHEREAS, the purpose for such disclosure by Company is to evaluate its interest in a
potential arrangement for research, development, and/or commercialization and to discuss possible
collaborative efforts;
TERMS
NOW THEREFORE, in consideration of the mutual promises and conditions contained in
this Agreement, Institution agrees as follows:
1.0
Confidential Information.
1.1
For purposes of this Agreement, “Confidential Information” means all information
not available to the general public that is owned by Company, including but not
limited to all data, materials, products, technology, computer programs,
specifications, manuals, business plans, software, marketing plans, financial
information, and other information disclosed or submitted, to Institution by
Company. Confidential Information also includes, without limitation:
1.1.1
1.1.2
2.0
all documents, disclosures, and written and oral statements, or any other
media disclosed by Company to Institution;
information concerning current, future, or proposed products, inventions,
discoveries, trade secrets, techniques, and processes disclosed pursuant to
this Agreement.
Institution 's Obligations.
2.1
Institution signing below agrees to hold in confidence all Confidential Information
that Company discloses under this Agreement except:
2.1.1
2.1.2
Confidential Information that, at the time of disclosure, is in the public
domain;
Confidential Information that, after disclosure, is published or otherwise
becomes part of the public domain through no fault of Institution;
2.1.3
2.1.4
2.1.5
3.0
proven by sufficient documentation or evidence, Confidential Information
that was in the possession of the Institution at the time of disclosure and was
not acquired under an obligation of confidence;
Confidential Information that is properly obtained by Institution from a third
party with a valid right to disclose such Confidential Information;
Confidential Information that Institution is required by law to disclose;
provided that Company be notified promptly by Institution of any such
request.
2.2
Institution may disclose Confidential Information if required by law or as ordered by
an appropriate governmental agency or court of competent jurisdiction, provided
that in the event of such disclosure, Institution shall limit the release of Confidential
Information to that which it is legally obligated to provide, and provided that that
Institution promptly notifies Company, prior to such disclosure, such that Company
may seek a protective order or other permissible remedy. Institution also agrees to
cooperate with Company’s reasonable requests in seeking such remedy.
2.3
Institution shall not disclose (or cause to be disclosed) or make (or cause to be made)
commercial use of any Confidential Information revealed to Institution without the
prior written approval of Company.
2.4
Institution agrees to make the Confidential Information disclosed available only to
those persons within the Institution’s business (including employees, officers,
directors, members, affiliates, agents, and consultants) who are necessary for
collaboration or evaluation thereof (“Representatives”), and that when such
Confidential Information is disclosed or transmitted to a Representative that the
Institution will inform each Representative who receives such Confidential
Information of the confidential nature of such Confidential Information and of these
conditions.
Injunctive Relief.
Institution acknowledges and agrees that injunctive relief may be 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 Sangamon
County, Illinois.
4.0
Intellectual Property.
No license to Institution under any trademark, patent, or copyright, or application for same
that are now or hereafter may be obtained by the Company, is either granted or implied by
conveying the Confidential Information to Institution. None of the Confidential Information
that is disclosed by Company shall constitute any representation, warranty, assurance, or
guarantee by Company to Institution with respect to infringement of trademarks, patents,
copyrights, or any rights privacy or any rights of any third parties.
5.0
Legal Authority.
Institution warrants that it possesses the legal authority to enter into this agreement and
that it has taken all actions required by its procedures, bylaws, and/or applicable law to
exercise that authority, and to lawfully authorize its undersigned signatory to execute this
agreement and to bind the Institution to its terms. Institution warrants the person(s)
executing this agreement on behalf of Institution has/have full authorization to execute
this agreement.
6.0
Return of Information.
Upon expiration or termination of this Agreement, any and all Confidential Information
received by Institution from Company, shall be promptly returned to Company, except
Institution may retain one copy of such Confidential Information in its confidential files,
solely for record purposes.
7.0
Agreement Confidential.
No publicity matter having or containing any reference to Company, other than the facts of
any agreements that exist between the parties, shall be used by Institution, except upon prior
approval by the other party in writing.
8.0
Governing Law.
This Agreement shall be governed by and construed under the laws of the State of
Illinois, which shall be the forum for any lawsuit arising from or incident to this Agreement.
9.0
Waiver.
No delay or failure to enforce any provision of this Agreement shall constitute a waiver or
limitation of rights enforceable under this Agreement. This Agreement may not be amended
or assigned without the prior written consent of both parties.
10.0
Entire Agreement.
This Agreement constitutes the entire agreement of the parties pertaining to the subject
matter hereof, and all prior or contemporaneous understandings or agreements, whether
written or oral, between the parties with respect to such subject matter are hereby
superseded in their entirety.
11.0
Equitable Relief
Institution understands that its breach or threatened breach of this Agreement will cause
irreparable injury to the Company and that money damages may not provide an adequate
remedy for such breach or threatened breach, and Institution agrees that in the event of
such breach or threatened breach, Company will be entitled to remedies of injunction,
specific performance and other relief as may be granted by a court of competent
jurisdiction, subject to venue and jurisdiction as set forth in Section 3 herein.
12.0
Term
The term of this Agreement shall be for five (5) years from the Effective Date unless
sooner terminated or extended by written agreement of the parties. Any Confidential
Information disclosed during the term of this Agreement (including any extensions
hereof) shall be subject to this Agreement for a period of three (3) years from the date of
disclosure, irrespective of any termination of this Agreement. Either party may terminate
this Agreement by giving sixty (60) days written notice to the other party. Termination
of this Agreement shall not relieve a party from its obligations incurred prior to the
effective date of termination.
13.0
Captions
Headings or captions to the paragraphs are mere catchwords and are illustrative only.
They are not intended to form any part or term of this Agreement, nor are they to be
construed as having any intended meaning herein.
* * * * *
IN WITNESS WHEREOF, the authorized representatives have hereunto executed this
Agreement as of the date first set forth above.
Company Name
___________________________________
Signature
________________
Date
Printed Name
Title
THE BOARD OF TRUSTEES OF SOUTHERN ILLINOIS UNIVERSITY
By: _________________________________
J. Kevin Dorsey, Dean and Provost,
for Rita Cheng, Chancellor,
Southern Illinois University Carbondale
________________
Date