ࡱ> @B?{ "bjbjzz 340 8@,lb`bbbbbb$C!#H``(P8_2R@L0H%%P%P" 4z"% : CONFIDENTIALITY AGREEMENT COMPANY, ADDRESS (COMPANY) and ________Name of Faculty Member______ (Faculty), (each referred to individually as a Party and collectively as the Parties) hereby agree as of ______date_____ as follows: 1. Background. Each COMPANY and Faculty wishes to disclose to the other certain of its Confidential Information (as such term is defined below) for the limited purpose of evaluating the suitability of entering into a future relationship (the Agreed Purpose) and the Party receiving the Confidential Information recognizes the importance of keeping such information in confidence. The Party disclosing the Confidential Information shall be referred to herein as the Disclosing Party and the Party receiving the Confidential Information shall be referred to herein as the Receiving Party. 2. Confidentiality. Each Party shall maintain in confidence and shall only use Confidential Information received from the other Party for the Agreed Purpose, unless otherwise agreed in writing or to the extent required by law, provided that the Disclosing Party has received advance notice of the disclosure from the Receiving Party. Both parties covenant and agree that they have and shall maintain an appropriate internal program limiting the internal distribution of the Confidential Information to those of its officers, servants or agents who require said Confidential Information so that either Party may use the Confidential Information for the Agreed Purpose. The parties may disclose each others Confidential Information to third-party consultants but only to the extent that they require access to the Confidential Information in order to enable each other to carry out the Agreed Purpose. The parties covenant and agree that before making any Confidential Information available to said officers, servants, agents or third-party consultants, they shall ensure that such third party recipients are under obligations of confidentiality which are equivalent to or greater than those set forth in this Agreement. Upon request by the Disclosing Party, the Receiving Party shall return all tangible materials furnished hereunder and destroy all copies of Confidential Information, except that the Receiving Party may keep one (1) copy of said Confidential Information in its files for archive purposes only. All proprietary information or data shared between the parties shall be considered Confidential unless the Disclosing Party defines it as otherwise. It is the duty of the Receiving Party to confirm non-confidential nature of any information before it is shared outside of the confidentiality terms described herein. 3. Definition. Confidential Information refers to all technical and economic information, business or research strategies, patents and patent applications, trade secrets and material embodiments thereof furnished to the other Party except for that which (a) is shown by contemporaneous documentation of the Receiving Party to have been in its possession prior to receipt from the Disclosing Party; or (b) becomes, through no fault of the Receiving Party, publicly known; or (c) is furnished to the Receiving Party by a third party without breach of a duty to the Disclosing Party; (d) is independently developed by the Receiving Party without access to the Confidential Information of the Disclosing Party; or (e) which is ordered by a court of competent jurisdiction to be disclosed, but only after the Disclosing Party has been given prior notice of such order in a timely fashion to allow for an objection to be made. 4. No Warranty. The Confidential Information is disclosed herein AS IS and the Disclosing Party makes no representations or warranties, either express or implied, with respect to its Confidential Information and specifically disclaims any implied warranty of non-infringement or merchantability or fitness for a particular purpose. 5. Termination. The obligations of the parties under this Agreement shall terminate on the three year anniversary of this Agreement or upon the publication of the Confidential Information by the Disclosing Party, or as otherwise agreed in writing by the parties. 6. No License. No right or license under any patent application, patent or other proprietary right is granted hereunder by implication or otherwise. The parties acknowledge and agree that any and all disclosures of Confidential Information pursuant to this Agreement are on a non-exclusive basis and that Faculty or COMPANY, as the case may be, is free to make similar or other disclosures to third parties. 7. Injunction. The Parties agree that the Disclosing Party in any Court having suitable jurisdiction can immediately enjoin disclosure of Confidential Information in breach of this Agreement. The parties hereby irrevocably and unconditionally waive their right to a jury trial in connection with any claim arising out of or related to this Agreement. 8. Assignment. The Parties shall not assign, transfer, mortgage, charge or otherwise dispose of any or all of the rights, duties or obligations granted to them under this Agreement without the prior written consent of the other. Notwithstanding the foregoing, either Party may assign this Agreement, without the consent of the other, to any entity with whom it may merge or amalgamate or any entity acquiring substantially all of the business division of that Party to which this Agreement relates. Any permitted assignee shall assume all obligations of its assignor under this Agreement. No assignment shall relieve either Party of responsibility for the performance of any accrued obligations that such Party then has under this Agreement. 9. Amendments. This Agreement may not be amended, modified or released except by a written instrument signed by an authorized representative of each Party. 10. Entire Agreement. This Agreement constitutes the entire understanding of the parties and supersedes all prior agreements and understanding with respect to the Confidential Information. This Agreement may be executed in two counterparts, each of which shall be deemed an original and both of which shall together constitute one and the same instrument. Facsimile signatures will be deemed to be original signatures for the purpose of execution of this Agreement. 11. Choice of Law. This Agreement shall be construed in accordance with the laws of the State of California, not including however, the rules relating to choice or conflict of laws. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. COMPANY NAME HERE. RESPONSIBLE FACULTY MEMBER By: By: Name: Title: C:mydocs/contracts/NDAs Non Disclosure and Confidentiality Agreements/CalPoly CDA PI Party Resp Faculty.doc 3/10/08     Cal Poly-COMPANY CDA  PAGE 2 "$+.57<DZ`acdjmn     , 0 6 ~ ' k ;͸͒͸|v||||| hK6CJ hnLCJ h4w5CJhswhswCJhswhsw>**䴳󱹒<hnhnCJ hsw5CJ hK65CJ hnCJhswhsw>*B*CJphT hswCJhK65B*CJphhNth4wB*CJphhK6B*CJph h4wCJh4w.; < efQRZ[WXBC $a$gd2|v $da$gd2|v$ !da$gd2|v $7$8$H$a$gd2|vdk p u + 4 9 : ; O V [ 2 < = B p z #(lyo"#(.78=(detKP()ݿ hw.CJ h*CJhFB*CJphhnB*CJphhnLB*CJphh4wB*CJph h4w5CJ h4wCJ hnCJ hnLCJF).[dej$%*3T^_dijQa !&Zk !+,1hK6hK6B*CJph hK6CJ hsw5CJ h(1CJ hbLVCJ h*CJ h4w5CJh4wCJOJQJhnCJOJQJo(h4wCJOJQJo( hw.CJ h4wCJ hnCJ=1Whlmej&+"BS l!!!!!!"" " """"""vh_Lh_LB*mHphsH h4w>*CJh4wB*ph h_L;hK6h4wB*phhK6hK6B*phh4whjhhjhCJOJQJhjhhjh5CJOJQJ hjhCJh5}h5}CJo(h5}h5}CJ h5}CJ h4w5CJ hnCJ h4wCJ, l!m!n!!!""" 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Talnack Oh+'0$`x      Ribozyme Pharmaceuticals, Inc., 2950 Wilderness Place, Boulder, CO 80301 (RPI) and Progenitor, Inc., 4040 Campbell Avenue, Menlo Park, CA 94025 (Progenitor), hereby agree as of March 10, 1998 as follows:Elaine Taylor Normal.dotmGeorgina M. Talnack2Microsoft Office Word@@rPw@2@2՜.+,0 hp  Pharmaceuticals0  Ribozyme Pharmaceuticals, Inc., 2950 Wilderness Place, Boulder, CO 80301 (RPI) and Progenitor, Inc., 4040 Campbell Avenue, Menlo Park, CA 94025 (Progenitor), hereby agree as of March 10, 1998 as follows: Title  !"#$%&'()*+,-.012345689:;<=>ARoot Entry Fk2C1Table &WordDocument34SummaryInformation(/DocumentSummaryInformation87CompObjr  F Microsoft Word 97-2003 Document MSWordDocWord.Document.89q