confidentiality agreement - Ohio Aerospace Institute

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PROPRIETARY INFORMATION AGREEMENT
This AGREEMENT, effective as of the date last executed, is by and between The Ohio Aerospace Institute
(“OAI”), 22800 Cedar Point Rd., Cleveland, OH 44142 and NAME OF CORPORATION (“CORPORATE
ACRONYM”), ADDRESS, either or both of which may be hereinafter referred to as a “Party” or the “Parties”
respectively.
WHEREAS, OAI and CORPORATE ACRONYM wish to explore a possible future collaboration relating to
technologies in various Field(s) of mutual interest (“MUTUALTECH”) and the parties recognize that during and in
connection with discussions between the parties there may be disclosure of certain confidential, proprietary, trade
secret or like undisclosed information relating to the MUTUALTECH. Such disclosure is intended to assist the parties
in their evaluation.
In consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
1.
All information which a disclosing party believes to be confidential, proprietary, trade secret or like
undisclosed information shall be provided in writing or other permanent visual form (such as, for example, a physical
prototype, physical sample, photograph, video or sound recording on any type of recording media) and clearly and
appropriately marked as either “OAI Proprietary Information” or “CORPORATE ACRONYM” Proprietary Information” at
the time of delivery to the receiving party. Disclosures made orally or by visual observation shall be treated as
proprietary, provided that the disclosing party indicates the proprietary nature of such disclosure at the time of making
the disclosure and promptly summarizes such disclosure in writing (and in any event within thirty (30) days of such
disclosure) and marks the writing in accordance with the procedures set forth herein. Disclosure by CORPORATE
ACRONYM shall be made by CORPORATE REPRESENTATIVE’S NAME, or his designee, and disclosures by OAI
shall be made by Donald Majcher, or their designee.
2.
“PROPRIETARY INFORMATION” is defined as any information disclosed to a receiving party relating
to the Field which is declared by the disclosing party to be “Confidential” or “Proprietary” and marked in accordance
with the procedures set forth in Paragraph 1. OAI further agrees to treat information relating to the existence of the
contemplated disclosures between CORPORATE ACRONYM and OAI, the purpose of the disclosures, and the
existence and terms of this Agreement as PROPRIETARY INFORMATION.
However, PROPRIETARY
INFORMATION shall not include any information which:
(a)
(b)
(c)
(d)
Is already known to the receiving party at the time of disclosure as evidenced by written documents; or
Is generally available to the public or becomes publicly known through no wrongful act of the receiving
party; or
Is received by the receiving party from a third party who had a legal right to provide it; or
Is developed independently of knowledge of PROPRIETARY INFORMATION received by the
receiving party from the disclosing party.
3.
With respect to PROPRIETARY INFORMATION, unless expressly authorized by the disclosing party
in writing, which refers by name and date to this Agreement, the receiving party shall retain all PROPRIETARY
INFORMATION, shall not disclose such PROPRIETARY INFORMATION to any third party or parties for a period of
five (5) years following termination of this Agreement, and shall not use the PROPRIETARY INFORMATION for its
benefit or for the benefit of any third party except for the purposes of the above mentioned evaluation. “CORPORATE
ACRONYM” or “OAI” as used herein includes any parent, subsidiary, or other affiliated or related corporation or
entities.
4.
Within thirty (30) days following a written request, the receiving party shall return all writings, models
and the like supplied by the disclosing party except that one copy of same may be retained for archival purposes.
5.
The receiving party agrees to exercise the same care and safeguards with respect to PROPRIETARY
INFORMATION disclosed by the disclosing party as used to maintain the confidentiality of its own information of like
character, but in no event less than a reasonable degree of care.
6.
The parties agree that nothing herein shall obligate a party to disclose information by virtue of this
Agreement. However, the parties recognize that from time to time one party may wish to disclose information which is
Ver. 3/04/10
OAI PIA
Page 2 of 2
of a character considered to be so highly proprietary and sensitive that additional restrictions on use and/or disclosure
are necessary before such information can be disclosed. In such event, if mutually desired, the parties will attempt to
negotiate a separate agreement governing the disclosure of such information.
7.
It is understood that CORPORATE ACRONYM may currently or may in the future be developing
information or receiving information in confidence from others that may be similar or competitive to OAI's. Accordingly,
OAI acknowledges that nothing in this Agreement shall be construed as a representation or inference that
CORPORATE ACRONYM will not develop or purchase products or processes for itself or for others, that compete with
any product or process contemplated or offered by OAI.
8.
If the receiving party is required by any governmental agency, court or other quasi-judicial or
regulatory body to provide PROPRIETARY INFORMATION received under this Agreement, the receiving party shall
not be liable for such disclosure provided that the receiving party, as promptly as reasonably possible, gives notice to
the disclosing party of the requirement in order that the disclosing party may seek a protective order or contest the
requirement to provide such information.
9.
Nothing contained herein shall be construed, either expressly or implicitly, to grant to the receiving
party any rights to technology or license under any patent, copyright or trademark now or hereinafter in existence
except for the limited purposes set forth herein.
10.
This Agreement shall terminate three (3) years from the “Effective Date” above unless terminated
earlier pursuant to the next sentence. Either party may terminate this Agreement upon thirty (30) days written notice to
the other party at its address written above. However, neither expiration nor termination of this Agreement shall
release the receiving party from any obligation of non-disclosure and non-use arising under and during the term of this
Agreement.
11.
In the event the parties make a later contract or agreement concerning anything covered by this
Agreement, this Agreement shall continue to remain in full force and effect unless specifically stated to the contrary in
such later contract.
12.
Ohio, U.S.A.
This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of
13. The Parties will comply with all applicable requirements of the International Traffic in Arms Regulations
(“ITAR”) and the Export Administration Regulations (“EAR”). The receiving Party will first obtain the written consent of
the disclosing Party before submitting any request for authority to export any Proprietary Information subject to ITAR
and EAR requirements. Any Proprietary Information subject to ITAR or EAR requirements must be identified by the
disclosing Party with the appropriate export control marking at the time of disclosure to the receiving Party. The
receiving Party is under no obligation to accept such export controlled “Proprietary Information”.
14.
This Agreement constitutes the complete understanding between the parties of each party's
obligations to the other party relating to the PROPRIETARY INFORMATION. This Agreement can be modified only by
a written document executed by an authorized representative of the parties which refers to this Agreement and
includes a copy of this Agreement as an attachment.
IN WITNESS THEREOF, each of the parties have caused this Agreement to be executed by a duly authorized
representative on the dates entered herein below.
THE OHIO AEROSPACE INSTITUTE
CORPORATE NAME
By:
________________________________
Name: Tony H. Smith, Sr.
Its:
V.P., Finance and Operations
By:
_______________________________
Name: CORPORATE REPRESENTATIVE
Its:
TITLE
Date:
Date:_________________________________
_________________________________
Ver. 3/04/10
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