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This Agreement is made as of the day of ___<\/mark>, 20___<\/mark> (\u201cEffective Date<\/strong>\u201d) by and\u00a0 between ___<\/mark>, having offices at ___<\/mark> and\u00a0 ___<\/mark>, having offices at ___<\/mark> (\u201cCompany<\/strong>\u201d).\u00a0<\/p>\n WHEREAS, for the purpose of furthering a potential research relationship between them,\u00a0 ___<\/mark> and Company (collectively referred to as the \u201cParties<\/strong>,\u201d and each\u00a0 individually referred to as a \u201cParty<\/strong>\u201d) have determined to establish terms governing the use and protection of certain Confidential Information (as defined below) that one Party (\u201cDisclosing Party<\/strong>\u201d) may disclose to\u00a0 the other Party (\u201cRecipient<\/strong>\u201d), which information in the case of ___<\/mark> relates\u00a0 generally to ___<\/mark> and in the case of Company relates generally to\u00a0 ___<\/mark>.\u00a0\u00a0<\/p>\n NOW THEREFORE, intending to be legally bound, the Parties agree as follows:<\/p>\n 1. Confidential Information.\u00a0<\/strong><\/p>\n a) \u201cConfidential Information<\/strong>\u201d means all information both tangible and intangible of a\u00a0 Disclosing Party which relates, respectively, to the above identified subject matter,\u00a0 including, but not limited to, trade secrets, business and technical information and data,\u00a0 disclosed orally, visually, in writing, electronic media or by any other means, and that is\u00a0 marked in accordance with this Section 1.\u00a0<\/p>\n b) With respect to any tangible information that a Disclosing Party would like to be treated\u00a0 as Confidential Information under this Agreement, the Disclosing Party shall mark such\u00a0 information as \u201cConfidential\u201d prior to disclosing it to the Recipient.\u00a0<\/p>\n c) With respect to any oral or visual communication or other intangible information which a\u00a0 Disclosing Party would like to be treated as Confidential Information under this\u00a0 Agreement, the Disclosing Party shall notify Recipient of such fact at the time of\u00a0 disclosure and within fifteen (15) days thereafter, Disclosing Party shall send Recipient a\u00a0 written memorandum outlining the information deemed to be Confidential Information.\u00a0 Such memorandum shall be marked \u201cConfidential.\u201d\u00a0<\/p>\n 2. Non-Disclosure.\u00a0 <\/strong>A Recipient of Confidential Information under this Agreement shall use the\u00a0 Confidential Information only for the purpose of evaluating a research relationship between the\u00a0 Parties and shall protect such Confidential Information from disclosure to others, using the same\u00a0 degree of care used to protect its own confidentiality or proprietary information of like\u00a0 importance. If necessary to effectuate the furthering of a potential research relationship,\u00a0 Recipient may disclose Confidential Information received under this Agreement to employees\u00a0 and\/or consultants with a need to know, provided that any consultants are bound to protect such\u00a0 Confidential Information from unauthorized use and disclosure under the terms of a written\u00a0 agreement. Confidential Information shall not otherwise be disclosed to any third party without\u00a0 the prior written consent of the Disclosing Party. Neither Party shall use the Confidential\u00a0 Information of the other, in whole or in part, except as permitted under this Agreement.\u00a0<\/p>\n 3. Exclusions.\u00a0\u00a0<\/strong><\/p>\n a) \u201cConfidential Information\u201d shall not include information that:\u00a0<\/p>\n i. was publicly known at the time of the Disclosing Party\u2019s communication thereof;<\/p>\n ii. becomes publicly known through no fault of Recipient subsequent to the time of\u00a0 Disclosing Party\u2019s communication thereof to Recipient;\u00a0<\/p>\n iii. was in Recipient\u2019s possession free of any obligation of confidence at the time of\u00a0 Disclosing Party\u2019s communication thereof to Recipient;\u00a0<\/p>\n iv. is developed by Recipient independently of this Agreement without use or reference to the Disclosing Party’s Confidential Information;\u00a0<\/p>\n v. is rightfully obtained by Recipient from a third party, provided the Recipient has\u00a0 no reason to believe that such third party was under an obligation of\u00a0confidentiality to the Disclosing Party.\u00a0<\/p>\n b) In the event Confidential Information of the other party is lawfully required to be\u00a0 disclosed by any governmental agency or otherwise required to be disclosed by law, it\u00a0 may be so disclosed without violation of this Agreement, but only to the extent required;\u00a0 provided however that before making such disclosure, Recipient shall give Disclosing\u00a0 Party reasonable prior written notice of such required disclosure so that Disclosing Party\u00a0 has an opportunity to interpose an objection and\/or take action to ensure confidential\u00a0 handling of such information.\u00a0<\/p>\n 4. Return of Information.\u00a0 <\/strong>All Confidential Information disclosed under this Agreement (including\u00a0 without limitation information in computer software or held in electronic storage media) shall be\u00a0 and remain in the property of Disclosing Party. All such information in tangible form shall be\u00a0 returned to Disclosing Party promptly upon written request by Disclosing Party or the termination\u00a0 or expiration of this Agreement, whichever occurs first, and shall not thereafter be retained in any\u00a0 form by Recipient. In lieu of return, such information may be destroyed by the Recipient\u00a0 provided any such destruction shall be certified in writing to the Disclosing Party by one of\u00a0 Recipient\u2019s duly authorized officers. No intellectual property rights, including but not limited to,\u00a0 licenses or rights under any patent, copyright, trademark or trade secret, are granted or are to be\u00a0 implied by this Agreement. Neither Party is obligated under this Agreement to purchase from or\u00a0 provide to the other Party any service or product or enter into any agreement.\u00a0<\/p>\n 5. Duration of Confidentiality<\/strong>. The Recipient shall maintain in confidence and shall not disclose to\u00a0 any person not a party hereto, unless permitted to do so under Section 2, or use or exploit in any\u00a0 way, without the Disclosing Party\u2019s written agreement, any Confidential Information for a period\u00a0 of five (5) years from the date of disclosure of such information, unless such information ceases\u00a0 to be Confidential Information prior to the end of such five-year period through no fault of\u00a0 Recipient, or Recipient and Disclosing Party enter into a written agreement authorizing same.\u00a0<\/p>\n 6. No Warranty<\/strong>. Disclosing Party makes no representation or warranty to Recipient as to the\u00a0 accuracy or completeness of any Confidential Information provided by it and shall not have any\u00a0 liability or responsibility for errors or omissions in any Confidential Information disclosed under\u00a0 this Agreement. Disclosing Party shall not have any liability to Recipient relating to or resulting\u00a0 from the use of Confidential Information by Recipient or any decisions made by Recipient\u00a0 relating to or resulting from the use of any Confidential Information.\u00a0<\/p>\n 7. No Relationship<\/strong>. This Agreement is intended to provide only for the handling and protection of\u00a0 Confidential Information. It shall not be construed as a teaming, joint venture, partnership or\u00a0 other similar arrangement.\u00a0<\/p>\n 8. Injunctive Relief<\/strong>. The Parties acknowledge that the Confidential Information is a unique and\u00a0 valuable asset of Disclosing Party, and that disclosure in breach of this Agreement may result in\u00a0 irreparable injury to Disclosing Party for which monetary damages alone would not be an\u00a0adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach\u00a0 of confidentiality and\/or of this agreement, the Disclosing Party shall be entitled to seek an\u00a0 injunction prohibiting any such breach or to specific performance or other equitable relief as a\u00a0 remedy available to Disclosing Party. Any such relief shall be in addition to and not in lieu of\u00a0 any appropriate relief in the way of monetary damages.\u00a0<\/p>\n 9. No Assignment<\/strong>.\u00a0 Neither Party shall assign any of its rights or obligations hereunder, without the\u00a0 prior written consent of the other Party. Any attempted assignment in violation of this section\u00a0 will be void and of no effect.\u00a0<\/p>\n 10. Entire Agreement<\/strong>. This Agreement (a) is the complete agreement of the Parties concerning the\u00a0 subject matter hereof and supersedes any prior agreements, understanding or discussions with\u00a0 respect to the subject matter hereof; and (b) may not be amended or in any manner modified\u00a0 except by a non-electronic written instrument signed by authorized representatives of both\u00a0 Parties.\u00a0<\/p>\n 11. Choice of Law and Venue<\/strong>.\u00a0 This Agreement and any actions under it shall be governed and\u00a0 construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to\u00a0 its conflicts of laws provisions. Any disputes arising under or relating to this Agreement shall be\u00a0 heard in the Court of Common Pleas of Allegheny County, Pennsylvania or the United States\u00a0 District Court for the Western District of Pennsylvania. Each party hereby consents to the\u00a0 jurisdiction of said courts and waives any objection which they may have at any time to the\u00a0 jurisdiction of such courts, the laying of venue in such courts or the convenience of the forum.\u00a0<\/p>\n 12. Export Control<\/strong>.\u00a0 Each Party agrees that it will not directly or indirectly transmit, by way of trans shipment, export, diversion or otherwise, any Confidential Information of the other Party except\u00a0 in accordance with any and all applicable United States export control laws and regulations. As\u00a0 an institution of higher learning, Company generally performs fundamental research that is exempt from export control licensing under applicable export control laws. As a result, Company typically does not wish to take receipt of export-controlled information, except as may be\u00a0 specifically agreed to by Company and for which Company has made specific\u00a0 arrangements. ___<\/mark> agrees that it will not provide or make accessible to\u00a0 Company any export-controlled Confidential Information without first informing the\u00a0 Company of the export-controlled nature of the Confidential Information and obtaining from Company its written consent to accept such information as well as any specific instructions regarding the\u00a0 mechanism pursuant to which such information should be passed.\u00a0<\/p>\n 13. Severability<\/strong>.\u00a0 If any provision of this Agreement is found unenforceable, the remainder shall be\u00a0 enforced as fully as possible and the unenforceable provision shall be deemed modified to the\u00a0 limited extent required to permit its enforcement in a manner most closely representing the\u00a0 intention of the Parties as expressed herein.\u00a0<\/p>\n 14. No Third Party Beneficiaries<\/strong>.\u00a0 Nothing in this Agreement, express or implied, is intended to or\u00a0 shall confer upon any person or entity other than Company and ___<\/mark> any right,\u00a0 benefit or remedy of any nature whatsoever under or by reason of this Agreement.\u00a0<\/p>\n 15. Term of Agreement<\/strong>.\u00a0 The term of this Agreement will be one (1) year from the Effective Date, unless it is terminated earlier by either party providing the other party with at least thirty (30) days prior written notice, or unless it is extended as mutually agreed upon by the parties.<\/p>\n IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its\u00a0 duly authorized representative as of the date first written above.\u00a0<\/p>\n <\/p>\n ___<\/mark>\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 Company<\/strong><\/p>\n Signature:____________________________\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 Signature:__________________________<\/p>\n Name:_______________________________\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 Name:_____________________________<\/p>\n Title:________________________________\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0Title:______________________________<\/p>\n","protected":false},"featured_media":9318,"template":"","language":[421],"template_category":[704],"template_jurisdiction":[715,711],"template_tag":[],"template_type":[429],"class_list":["post-8370","legal_template","type-legal_template","status-publish","has-post-thumbnail","hentry","language-english","template_category-intellectual-property","template_jurisdiction-pennsylvania","template_jurisdiction-usa","template_type-contract"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/legal_template\/8370","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/legal_template"}],"about":[{"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/types\/legal_template"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/media\/9318"}],"wp:attachment":[{"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/media?parent=8370"}],"wp:term":[{"taxonomy":"language","embeddable":true,"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/language?post=8370"},{"taxonomy":"template_category","embeddable":true,"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/template_category?post=8370"},{"taxonomy":"template_jurisdiction","embeddable":true,"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/template_jurisdiction?post=8370"},{"taxonomy":"template_tag","embeddable":true,"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/template_tag?post=8370"},{"taxonomy":"template_type","embeddable":true,"href":"https:\/\/www.magilex.com\/et\/wp-json\/wp\/v2\/template_type?post=8370"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}