CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement is effective as of Date, 20Year (the “Effective Date”) and is made between Company Name (“Company”) and The Board of Trustees of the University of Alabama for the University of Alabama at Birmingham (“UAB”).

1. Company shall furnish UAB with information, documentation and materials related to Protocol Title, which is confidential and proprietary and which is to be used by UAB solely to evaluate whether it will undertake clinical study activities (the “Purpose”). All information, documentation and materials provided by Company related to the Purpose is “Confidential Information”. Company provides the Confidential Information “as is” and makes no representation or warranty as to its completeness or accuracy. All Confidential Information remains the property of Company. No license, option or right is granted to UAB other than to use the Confidential Information for the Purpose. The parties are not obligated to enter into any further business relationship or agreement.

2.  With respect to the Confidential Information, UAB shall keep it confidential and maintain it with the same diligence as its own confidential information, may use it only for the Purpose, may not modify it, copy it (other than as permitted by this Agreement), or disclose, transfer or assign it to any third party without Company’s prior written consent, except UAB may disclose it (i) if required by applicable law or a government agency or authority and (ii) to such of its employees who need to know it in connection with the Purpose. All such employees are similarly obligated. The obligations set forth in this Agreement shall continue for five (5) years from the Effective Date. UAB is not subject to these obligations with respect to Confidential Information or other information which is now available or becomes available to the public without breach of this Agreement, if it is lawfully obtained from a third party not bound by similar obligations, including confidentiality, if it is known by UAB prior to disclosure or if it is at any time developed by UAB independently of any disclosure. Company may seek equitable and legal relief in the event of a breach or threatened breach by UAB of its obligations under this Agreement.

3. UAB will immediately return all Confidential Information and all copies and other tangible expressions thereof to Company, at Company’s sole expense, if UAB decides not to undertake the research study, or when this Agreement is terminated. UAB may retain one archival copy for purposes of compliance of its obligations under this Agreement.

4.  This Agreement (i) constitutes the entire understanding between the parties with regard to this matter, (ii) may only be amended in writing upon approval of both parties, (iii) may not be assigned or otherwise transferred by either party, in whole or in part, without the prior written consent of the other party, (iv) may be terminated at any time by either party on 30 days written notice to the other party, and (v) may be executed in counterparts, all of which together shall constitute one agreement.

THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ALABAMA FOR THE UNIVERSITY OF ALABAMA AT BIRMINGHAM / COMPANY NAME
By: ______/ By:
Name: Jason Nichols, OD, MPH, PhD / Name:
Title: Asst. VP Industry Research Development / Title: / ______
Date:______