whereas - Medicine - University of Virginia

medicine.virginia.edu

whereas - Medicine - University of Virginia

CONFIDENTIAL DISCLOSURE AGREEMENT

WHEREAS, the University of Virginia (hereinafter referred to as “UVA”) has certain confidential information

relating to_________________ and technology related thereto which may be needed for successful practice or

commercialization of said information (hereinafter referred to as "INFORMATION") and desires to disclose the

same to _____________________ (hereinafter referred to as "COMPANY") and;

WHEREAS, the COMPANY is interested in examining and evaluating the INFORMATION, in order to determine

the desirability of acquiring rights in, and to, such information, and under any patent rights now existing, or

hereafter obtained, relative to such INFORMATION;

Now, therefore, the parties hereby agree to the following terms and condition:

1) The UNIVERSITY OF VIRGINIA (UVA) shall disclose the INFORMATION to the COMPANY in writing,

insofar as is practical, and in sufficient detail to enable the COMPANY to fully evaluate the same. A copy of

any patent application(s) which have been prepared relating to the INFORMATION shall also be supplied as a

part of the disclosure. The COMPANY shall be permitted to retain any material submitted to it hereunder or

copies or photographs thereof in order that a record of the material submitted may be preserved.

2) The COMPANY agrees, for a period of three (3) years from the date hereof, that it will treat the

INFORMATION with reasonable care to avoid disclosure of the INFORMATION to any other person, firm or

corporation, and the COMPANY shall be liable for unauthorized disclosure for failure to exercise such

reasonable care. The COMPANY shall have no obligation, with respect to the INFORMATION, or any part

thereof, which is:

a) already known to the COMPANY at the time of the disclosure;

b) or becomes publicly known without the wrongful act or breach of this agreement by he COMPANY;

c) rightfully received by the COMPANY from a third party on a non-confidentiality basis; or

d) approved for release by written authorization of UVA.

3) The COMPANY shall be entitled, at its option, to subject the INFORMATION to such tests, analyses,

experiments, or clinical studies as are warranted in its judgment or of interest to it and to disclose the

INFORMATION on a confidential basis to its employees, and by a written non-disclosure agreement to its

consultants or non-employees retained by the COMPANY because of their standing and expertise in the area

concerned, and when applicable, with affiliated companies of the COMPANY, other subsidiaries or division,

for evaluation purposes.

4) No obligation of payment, or of any other kind, is assumed by, nor may be implied against, the COMPANY,

other than that of treating the INFORMATION as described above, and acceptance of the INFORMATION by

the COMPANY shall not give it the right to use the INFORMATION except as provided in paragraph 3, until

or unless a formal written contract is entered into providing the terms and conditions of such use, and the rights

to be acquired by the COMPANY.

5) UVA represents and warrants that to its present knowledge it, or its assignee, has the full right and authority to

disclose the INFORMATION to the COMPANY and to sell, assign, license or otherwise transfer all rights in

the INFORMATION, and further, to its present knowledge, there has been no sale, assignment, license or

transfer to any person, firm or corporation which would be inconsistent with said representations and

warranties.

6) The COMPANY understands that the INFORMATION may have been developed under a grant from the

Federal Government of the United States, and hence the Federal Government may be entitled to certain

"March-In" rights, to insure that diligence is exercised in marketing said INFORMATION and may also be

entitled to certain limited royalty free licenses. UVA agrees to provide the COMPANY with the details of such

possible Government rights as part of the INFORMATION.


IN WITNESS WHEREOF the parties have signed or caused this agreement to be signed as of the ______ day of

__________________________.

By Company:

Title: ____________________

Date: _____/_____/_______

By the University of Virginia

Title: ________________________

Date: _____/_____/_______

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