BILATERAL SECRECY AGREEMENT

(UA Disclosure No. _____)

BETWEEN THE UNIVERSITY OF AKRON AND

__________________________________________

(company name)

 

In exploring the possibility that The University of Akron (UA) may serve as a source of research and/or technology relating to

_________________________________________________________________

_________________________________________________________, it is

our understanding that there will be an exchange of technical information (from time to time) with representatives of your company. Since the technical information to be disclosed may be confidential, it is desirable that we agree upon conditions attending such disclosures.

As to any "Confidential Technical Information" received by your company from The University of Akron, it is understood that, except as may be specifically authorized in writing by The University of Akron, your company shall not disclose such Confidential Technical Information to any party, nor use it or any sample of materials received from The University of Akron for any purpose except evaluation of The University of Akron's technology to determine your interest in possible licensing of The University of Akron's technology.

Similarly, as to Confidential Technical Information received by The University of Akron from your company, it is understood, except as may be specifically authorized in writing by your company, The University of Akron shall not disclose such Confidential Technical Information to any party nor use it or any sample of materials received from your company for any purpose except evaluation of its interest in proceeding with a research project and/or license.

The term "Confidential Technical Information" includes and is limited to technical information relating to

______________________________________________________________________;

to the extent such information is:

1) disclosed in writing and designated as confidential; or

2) confirmed in writing and designated as confidential within thirty (30) days after oral disclosure; or

3) observed during or in conjunction with any visit to laboratory, plant, or other facilities of the other party.

Bilateral Secrecy Agreement

UA and ______________________

 

Page 2

 

The "Disclosure Period" during which information will be exchanged shall be one (1) year from the date signed by the last of the two parties unless extended by mutual consent of the parties in writing; except that either party may terminate the "Disclosure Period" at any time by giving at least ninety (90) days advance written notice of its intention to so terminate.

The foregoing obligations with respect to Confidential Technical Information received by either party during the disclosure period shall survive any termination of this agreement and shall remain in full force and effect for a period of three (3)years from the end of the "Disclosure Period."

Irrespective of the foregoing, no information will be deemed "Confidential Technical Information" if

A) it is of record in the files of the recipient prior to acquisition from the other party, or

B) it is or becomes known to the public through some source other than said recipient, or

C) it is disclosed to said recipient by a third party entitled to make such disclosure.

Nothing herein shall be construed to grant any right or license under any patent, or any right or license to make any use of the Confidential Technical Information other than as provided for herein before, or any commitment to enter into any such license in the future.

For purposes of this instrument, no part of the Confidential Technical Information shall be deemed to be known to the public or to be in the prior possession of the recipient or thereafter acquired by the recipient merely because it is embraced by more general information then known to the public or more general information in the prior possession of the recipient or by more general information thereafter acquired by the recipient.

Bilateral Secrecy Agreement

UA and ______________________

 

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Will you please indicate your concurrence in the foregoing understanding by signing and returning to us the enclosed duplicate of this letter.

 

THE UNIVERSITY OF AKRON

 

By Date

 

Mr. Gerald M. Parker

Director

Office of Research Services and Sponsored Programs

The University of Akron

Akron, OH 44325-2102

 

_____________________________________

(Company Name)

 

By:

 

(Print Name)

 

 

(Title)

 

Accepted this day of _________________, 19___.

 

 

Address: _______________________________________________

_______________________________________________

_______________________________________________

This technology is available from Temarex Corporation.

 de:TEM7