MUTUAL NON-DISCLOSURE AGREEMENT

PARTIES: THIS AGREEMENT is made and entered into by and between The Regents of the University of Idaho (“UNIVERSITY”), a public corporation, state educational institution, and a body politic and corporate organized and existing under the Constitution and laws of the state of Idaho, and (“COMPANY”): ______________________________________, organized and existing under the laws of the State of (Name of the State): _________________________________ and collectively referred to as PARTIES. This agreement is effective on the date of last signature (“EFFECTIVE DATE”).

PRIMARY CONTACTS:

Primary Contact Person (name, address for exchanging material/information)
For UNIVERSITY OF IDAHO Name: Address: Phone: Email:	For COMPANY Name: Address: Phone: Email:

.

PURPOSE: COMPANY and UNIVERSITY desire to exchange information and materials . In the course of such exchanges, it may be necessary for each PARTY to disclose to the other certain information relating to [insert brief description of the subject of discussion/potential research project], and which the disclosing PARTY deems to be confidential information, as defined herein.

Confidential Information. “Confidential information” (“CI”) shall mean any information: that belongs to and is disclosed by one PARTY (“DISCLOSER”) to the other PARTY (“RECIPIENT”); that the PARTY disclosing the information, is of a scientific, technical, or specialized nature, has value to the DISCLOSER; that is not in the public domain; and that has generally been considered and treated by the DISCLOSER as confidential prior to the time of disclosure. CI includes, but is not limited to, technical data, financial data, plans, programs, plants, processes, products, costs, equipment, operations, customers and other information or experience pertaining to the previously mentioned subject matter. University retains the right to refuse to accept any such information which is not considered to be essential to the completion of the Purpose.

4.1 CI shall not include information that:

is shown to have been known or is subsequently developed by RECIPIENT independent of any disclosure by DISCLOSER; or

is or becomes available to the public through no breach of this AGREEMENT; or

is lawfully obtained from a third PARTY without restriction and without breach of this or any other AGREEMENT; or

is required by court order, law, or other governmental regulation or authority to be disclosed, provided DISCLOSER receives reasonable notice to allow it to request a protective order and RECIPIENT reasonably cooperates with DISCLOSER’s efforts to receive a protective order (this section shall not be construed to require RECIPIENT to pursue any claim, defense, cause of action, or legal process or proceeding on behalf of DISCLOSER); or

is ascertained by UNIVERSITY or COMPANY to create a risk to trial subject or to public health and safety.

4.2	To be protected under this AGREEMENT, CI disclosed in written or other tangible form must be labeled “Confidential”. Oral or visual disclosures for which protection is sought must be identified at the time of disclosure as being disclosed in confidence, and a written instrument providing confirmation that the information disclosed orally and/or visually should be held in confidence must be delivered to RECIPIENT within five (5) working days of such oral and/or visual disclosure, AND within thirty (30) days of such disclosure, reduce to writing a summary of the orally disclosed Confidential Information. E-mail is one form of “written instrument” for the purpose stated in this section.

4.3 Neither Party shall be liable to the other Party for the disclosure of Proprietary Information that is required to be disclosed under operation of law, including but not limited to the Idaho Public Records Law, Idaho Code §§74-101 through 74-126.

5.	CARE AND LIMITATIONS ON USE OF DISCLOSER CI. RECIPIENT shall hold in trust and confidence the DISCLOSER’s CI and shall not disclose such CI to any third PARTY, except as agreed by DISCLOSER in writing. RECIPIENT may only disclose such CI to employees, officers, directors, agents or students of RECIPIENT who need to receive the information in the furtherance of the Purpose, as defined in Section 2. RECIPIENT shall use the DISCLOSER’s CI solely for the Purpose.

5.1 This AGREEMENT is not assignable or delegable in whole or in part by either PARTY without the written consent of the other PARTY. This AGREEMENT shall inure to the benefit of and be binding upon the PARTIES, their successors, and assigns.

6.	PUBLICATION. The PARTIES acknowledge that UNIVERSITY, as a state institution of higher education, engages only in research that is compatible, consistent, and beneficial to its academic role and mission. Therefore, significant results of research activities must be reasonably available for publication. The PARTIES acknowledge that either PARTY shall have the right to publish data, information and results relating to the same subject matter as the CI. The PARTIES agree that with respect to publication by either PARTY, during the term of this AGREEMENT and for three (3) years thereafter, RECIPIENT shall submit to DISCLOSER any proposed publication, and DISCLOSER shall have 30 days to review and comment on any such proposed publication. The PARTIES agree that any CI supplied by the other PARTY under this AGREEMENT will not be included in any published material without prior approval by the DISCLOSER.

7.	OWNERSHIP OF CI. Any CI provided by DISCLOSER shall remain the property of DISCLOSER. CI provided by DISCLOSER to RECIPIENT shall be in the nature of a loan. Nothing in this AGREEMENT shall restrict DISCLOSER from using, disclosing or disseminating its own CI in any way. The PARTIES recognize and agree that nothing contained in this AGREEMENT shall be construed as a grant of any property rights to RECIPIENT, by license or otherwise, to any CI disclosed pursuant to this AGREEMENT, or to any invention or any patent right that has been issued or that may be issued, based on the CI.

8.	TERM. In the absence of terms governing confidentiality in another relevant AGREEMENT and provided that such other AGREEMENTs do not specifically reference, supersede, and replace this AGREEMENT, this AGREEMENT shall, with respect to the Purpose of this AGREEMENT, govern the disclosure of CI between the PARTIES commencing on the EFFECTIVE DATE and terminating on the earliest of (a) conclusion of the Purpose, (b) one (1) year from the EFFECTIVE DATE, or (c) the date on which a PARTY terminates in a manner consistent with Section 8. The obligations hereunder with respect to each item of confidential information shall endure for three (3) years from the date of initial disclosure thereof and survive any earlier termination or expiration of the AGREEMENT.

9.	TERMINATION. Either PARTY may terminate this AGREEMENT by giving sixty (60) days written notice in accordance with the Notice provisions of this AGREEMENT. Termination of this AGREEMENT for any reason shall not relieve a PARTY from its obligations incurred prior to the termination date. Within ten (10) days following the termination of this AGREEMENT, or upon written request of DISCLOSER, RECIPIENT, subject applicable record retention laws, shall return all CI and any copies thereof to DISCLOSER; RECIPIENT may retain one copy of the CI solely for the purpose of monitoring its obligations under this AGREEMENT.

10.	NOTICES. All notices and other correspondence related to this AGREEMENT, except were otherwise specified, shall be in writing and shall be delivered by certified mail, return receipt, addressed as follows:

IF TO IDAHO:	IF TO COMPANY:
Office of Technology Transfer Attn: Director, Jeremy Tamsen 875 Perimeter Drive MS 3003 Moscow, Idaho 83844-3003 Tel;: 208.885.4550 Email: ott@uidaho.edu	_____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ Tel: _________________________________________ Email:_______________________________________

11.	NO WARRANTY. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS, SUITABILITY, OR PERFORMANCE.

12.	NO AGENCY OR FUTURE COMMITMENT. Nothing in this AGREEMENT shall be construed as creating an agency, joint venture, partnership, exclusive relationship, or other business relationship or association between the PARTIES hereto, or obligating either PARTY to purchase or provide any goods or services to the other PARTY. For the purposes of the Cooperative Research and Technology Enhancement Act of 2004, the PARTIES agree that this AGREEMENT is not considered a joint research AGREEMENT.

13.	EXPORT CONTROL. Each PARTS covenants and warrants that it will not disclose to the other any information, technology, data, or item, including but not limited to CI, identified on any U.S. export control list, including the Commerce Control List at 15 C.F.R. 774 and the U.S. Munitions List at 22 C.F.R. 121, unless and until it obtains the written consent of the other PARTY, which consent must be provided on behalf of UNIVERSITY by the Vice President for Research and Economic Development. In the event any information or item is export-controlled, the DISCLOSER shall provide RECIPIENT with written notice containing the nature of the export-control and the applicable classification, prior to any exchange of export-controlled Confidential Information.

14.	Governing Law and Venue. This AGREEMENT shall be governed and construed by the laws of the State of Idaho, without reference to conflict of laws principles. Any legal proceeding instituted between the parties shall be in the courts of the County of Latah, state of Idaho, and each of the parties agrees to submit to the jurisdiction of such courts.

15.	Entire AGREEMENT/Amendment. This AGREEMENT supersedes all previous and contemporaneous communications, transactions and understandings, whether oral or written, and constitutes the sole and entire AGREEMENT pertaining to the subject matter mentioned previously in this AGREEMENT. No modification or addition of these terms shall be binding unless made in writing and signed by an authorized representative of both PARTIES. Any waiver of compliance with the terms of this AGREEMENT must be in writing, and any waiver in one instance shall not be deemed a waiver in any future instance.

16.	Counterparts. This AGREEMENT may be executed in any number of counterpart originals, each of which shall be deemed an original instrument for all purposes, but all of which shall comprise one and the same instrument. This AGREEMENT may be delivered by facsimile and a facsimile of this AGREEMENT shall be binding as an original.

IN WITNESS WHEREOF, the PARTIES have executed this Agreement.

UNIVERSITY OF IDAHO:	COMPANY:

By: __________________________________________	By: ___________________________________________

(Signature)	(Signature)

Name: Jeremy Tamsen	Name: ________________________________________

Position: Director, Office of Technology Transfer	Position/Title: ___________________________________

Date: _________________________________________	Date: _________________________________________