CONFIDENTIAL NON-DISCLOSURE AGREEMENT OF THE CORPORATION
(Drawn-up by THE CORPORATION with Researcher as Signatory)
Effective Date: _________________
In order to induce THE CORPORATION and its affiliates (collectively, “Discloser”) to disclose certain
Confidential Information (as described below) and to protect such Confidential Information, STUDENT or
PROFESSOR, an individual (“Recipient”) hereby agrees as follows:
1. Parties: Discloser and Recipient are sometimes referred to herein separately as a “Party” and together as
the “Parties.”
2. Primary Representatives: Each Party’s representative for coordinating disclosure or receipt of
Confidential Information is (i) Discloser: THE CORPORATION and (ii) Recipient: STUDENT or PROFESSOR.
3. Description of Confidential Information: For purposes of this Agreement, “Confidential Information”
means any information which is disclosed during the Disclosure Period (as defined below) which is or should be
reasonably understood to be confidential or proprietary to Discloser (which such information may include without
limitation information concerning Discloser’s business, products, services, content, finances, subscribers, users,
tools, source code, product designs and plans, customer lists and other marketing and technical information and
other unpublished information). Recipient agrees that confidential or proprietary information conveyed in written
other tangible form shall be deemed “Confidential Information” under this Agreement if it is so designated by
Discloser by prominently marking it with a “confidential,” “proprietary” or similar legend. Information disclosed in
other than tangible form shall be treated as Confidential Information if before its disclosure Discloser advises
Recipient that it will be disclosing Confidential Information.
4. Use of Confidential Information: Recipient shall make use of the Confidential Information only for the
purpose of discussing and evaluating a possible business relationship between the Parties (the “Transaction”),
described more fully as follows: Recipient will be conducting research and analysis and generating reports and
presentations related to THE CORPORATION business (including, but not limited to THE CORPORATION’s
products, services or business model). Recipient shall not publicize or disclose other than to those persons to who
Confidential Information may be disclosed hereunder the existence and the terms of the Transactions and this
Agreement or the discussions that give rise to this Agreement, and such information shall be deemed Confidential
Information for all purposes hereof.
5. Confidentiality Period: This Agreement shall expire three (3) years after the end of the Disclosure
Period (as defined below). Notwithstanding the foregoing, Recipient’s duty to hold Confidential Information in
confidence under Paragraph 4 (“Use of Confidential Information”), 8 (“Exclusions”) and 16(e) (“Assignment”) shall
survive such three (3) year period and shall remain in effect in perpetuity.
6. Disclosure Period: This Agreement pertains to Confidential Information that is disclosed during the
period commencing with the Effective Date and ending TIME LIMIT after the Effective Date (the “Disclosure
Date”).
7. Standard of Care: (a) Recipient shall not use Confidential Information for any purpose other than the
intended use set forth in paragraph 4 above, and shall not disclose, disseminate or otherwise publish or communicate
Confidential Information received hereunder to any person, firm, corporation or other third party without the prior
written consent of Discloser, except to Recipient’s employees, consultants and representatives who have a need to
know, who have been informed of Recipient’s obligations hereunder, and who have agreed in writing not to disclose
Confidential Information for a period not shorter than the confidentiality period provide in paragraph 5 above.
(b) Recipient agrees to use the same degree of care that is used to protect its own highly
confidential information from unauthorized disclosure, but in no event less than a reasonable degree of care.
Recipient shall notify Discloser in writing immediately upon discovery of any unauthorized use or disclosure of
Confidential Information or any other breach of this Agreement, and will cooperate with Discloser in every
reasonable way to regain possession of Confidential Information and prevent any further unauthorized use.
(c) Discloser may visit the premises of Recipient, with prior notice during normal
business hours, to determine whether Recipient complies with the terms and conditions of this Agreement.
8. Exclusions: This Agreement imposes no obligation upon Recipient with respect to information that
Recipient can demonstrate with written records: (i) was in Recipient’s possession before receipt from Discloser; (ii)
is or becomes a matter of public knowledge through no fault of Recipient, (iii) is rightfully received by Recipient
from a third party without a duty of confidentiality; (iv) is independently develop by Recipient; (v) is disclosed
under operation of law, except that Recipient will disclose only such information as is legally required and Will use
reasonable efforts to obtain confidential treatment for any Confidentiality Information that is so disclosed and will
provide Discloser notice of such possible disclosure prior to disclosure in order to give Discloser an opportunity to
contest such disclosure; or (vi) is disclosed by Recipient with Discloser’s prior written approval.
9. Warranty: ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED
“AS IS,” AND WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING ITS
ACCURACY, COMPLETENESS OR PERFORMANCE.
10. Stock Trading: If the information disclosed hereunder is material non-public information about
Discloser, then Recipient agrees not to trade in the securities of Discloser or in the securities of any appropriate or
relevant third party until such time as no violation of the applicable securities laws would result from such securities
trading.
11. Other Business Activities: This Agreement imposes no obligation on either Party to purchase, sell,
license, transfer, or otherwise dispose of any technology, services, or products. This Agreement does not create any
agency or partnership relationship. Recipient acknowledges that Discloser is currently discussing transactions
similar to the Transaction with other parties, including competitors of Recipient. This Agreement does not require
Discloser to make any payment of any kind to Recipient, nor does it bind Discloser to enter into any further
agreement or arrangement with Recipient. Recipient shall not be deemed for any purpose to be an employee of THE
CORPORATION.
12. Ownership and Other Rights: Nothing in the Agreement shall convey to Recipient any right, license,
title, interest in and to the Work (as defined below) or any other THE CORPORATION property, property interest,
license or right except the limited rights necessary to carry out the intended use set forth in paragraph 4 (Use of
Confidential Information) above. All work, services, and materials performed or created during the Disclosure
Period (“Work”), including, but not limited to, (i) names, characters, protectible organizational structures, “look and
feel”, other “brand” components, (ii) all materials, writings, products, deliverables developed or prepared for THE
CORPORATION by Recipient or provided or delivered to THE CORPORATION by Recipient to THE
CORPORATION pursuant to this Agreement (collectively, “Materials”) and (iii) any and all new or improved ideas,
design concepts, or other invention made or developed by Recipient during the Disclosure Period or developing or
preparing the Materials (collectively, “Invention”), are the property of THE CORPORATION and all title and
interest therein shall vest in THE CORPORATION. Recipient shall promptly and completely disclose to THE
CORPORATION in writing any and all Inventions.
To the extent that title to any Works may not, by operation of law, vest in THE CORPORATION or such Works
may not be considered works made for hire, Recipient hereby irrevocably assigns to THE CORPORATION all
right, title an interest in and to any Work, including but not limited to any and all Materials and Inventions. All
Works, including but not limited to Materials and Inventions, shall belong exclusively to THE CORPORATION and
THE CORPORATION shall have the right to obtain and to hold in its own name, copyrights, registrations, patents,
or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof.
Recipient agrees to give THE CORPORATION and any person designated by THE CORPORATION such
reasonable assistance, at THE CORPORATION’s request and expense, as is required to perfect, secure and protect
THE CORPORATION’s rights set forth in this Paragraph, including but not limited to executing all documents
necessary to perfect, secure and protect such rights.
Unless otherwise requested by THE CORPORATION, termination of this Agreement, Recipient shall immediately
turn over to THE CORPORATION all Work, including without limitation, any and all Materials and Inventions,
developed pursuant to this Agreement.
13. Return of Confidential Information: Recipient will, at Discloser’s option, return or destroy (and so
certify to Discloser) all material embodying Confidential Information (in any form or medium and including,
without limitation, all summaries, copies and excerpts of Confidential Information) at any such time as Discloser
may so request.
14. Injunctive Relief: Recipient acknowledges that disclosure or use of Confidential Information in
violation of the Agreement could cause irreparable harm to Discloser for which monetary damages may be difficult
to ascertain or an inadequate remedy. Recipient therefore agrees that Discloser will have the right, in addition to its
other rights and remedies, to seek and obtain injunctive relief for any violation of this Agreement. In the event the
Discloser is the prevailing party in enforcing any rights relating to or arising from this Agreement, Discloser is
entitled to recover the reasonable costs incurred in enforcing its rights, including without limitation, court costs and
in-house and outside attorney’s fees.
15. Nonwaiver: Any failure by Discloser to enforce Recipient’s strict performance of any provision of this
Agreement will not constitute a waiver of its rights to subsequently enforce such provisions or any other provision
of this Agreement.
16. Miscellaneous: (a) Any notice, approval, request, authorization, direction or other communication
under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all
purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1)
business day after deposit with a commercial overnight carrier, with written verification of receipt, or (iii) five (5)
business days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested,
postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. In the case of
Discloser, such notices will be provided to THE CORPORATION Senior Project Manager, at Discloser’s address
specified in paragraph 2 above. IN the case of Recipient, such notice will be provided to both STUDENT OR
PROFESSOR at the address set forth in paragraph 2 above.
(b) All additions or modifications to this Agreement must be made in writing and signed by an
officer of each Party.
(c) This Agreement is made under, and shall be construed according to, the laws of the
Commonwealth of Virginia, U.S.A. except for conflicts of law principles. Recipient hereby irrevocably consents to
the jurisdiction of the federal and/or local courts located in Fairfax County, Virginia, U.S.A. in connection with any
section violating this Agreement.
(d) This Agreement may be delivered by facsimile transmission, which shall be deemed and
constitute an original.
(e) Recipient shall not assign or transfer any rights or obligations under this Agreement without
the prior written consent of Discloser. Subject to the limitations set forth in this Agreement, this Agreement will
inure to the benefit of and be binding upon the Parties, their successors and assigns.
(f) If any provision of this Agreement shall be held by a court of competent jurisdiction to be
unenforceable, the remaining provisions shall remain in full force and effect