CONFIDENTIAL DISCLOSURE AGREEMENT

THIS AGREEMENT, between ______, having an address at ______, hereinafter referred to as “RECIPIENT”, and the University of Utah, having an address at University of Utah Technology Commercialization Office, 615 Arapeen Drive, Suite 310, Salt Lake City, UT 84108, hereinafter referred to as “UNIVERSITY,” shall govern the conditions of disclosure by UNIVERSITY to RECIPIENT of certain Confidential Information relating to inventions, projects, design reviews and other Information and activities related to ______(“Information” or “Confidential Information”) and for the purpose of ______(“Purpose(s)”).

With regard to Information, RECIPIENT hereby agrees:

1)  except as provided in (3) below, not to use such Information for any commercial purpose, but instead to use such Information only for purposes of evaluating its interest in the said Information and conducting any consulting, advisory, or business relationship in connection with the Purpose above, solely with the UNIVERSITY; and

2)  except as provided in (3) below, not to disclose Information to others without the express written permission of UNIVERSITY. RECIPIENT may disclose Information to its employees who reasonably require the same for the Purposes of this agreement and who are bound by obligations of confidentiality at least as restrictive as this agreement.

3)  RECIPIENT shall not be prevented from using or disclosing Information:

a)  which RECIPIENT can demonstrate by written records was previously known to it;

b)  which is now, or becomes in the future, public knowledge other than through acts or omissions of RECIPIENT

c)  which is independently developed by RECIPIENT by those not having access to the Information and which can be proven through verifiable written records;

d)  which is lawfully obtained by RECIPIENT from sources independent of UNIVERSITY without an obligation of confidentiality; or

e)  which is required to be disclosed by law or court order, providing RECIPIENT shall provide UNIVERSITY with timely notice of such and make reasonable efforts to limit such disclosure.

4)  The UNIVERSITY shall own all right, title and interest in all inventions, improvements, copyrights, work product, or the like conceived, reduced to practice, or authored by RECIPIENT or RECIPIENT personnel from RECIPIENT’s use of the Confidential Information (hereinafter collectively “Invention”) and may, at its election, file all patent application, copyright registration relating thereto, or protect such Invention as know-how or trade-secrets. Copyrightable works shall be considered works made for hire for the UNIVERSITY. RECIPIENT shall sign all assignments and reasonably cooperate with UNIVERSITY in protecting any Invention and perfecting any ownership interest the UNIVERSITY has in any Invention.

It is further agreed that the furnishing of Information to RECIPIENT shall not constitute any grant or license to RECIPIENT under any patent rights now or hereinafter held by UNIVERSITY or otherwise. This agreement will expire one year for the date of RECIPIENT’s signature below (“Effective Term”). RECIPIENT’s obligations with respect to confidentiality and non-use shall continue for a period of three years from the date RECIPIENT receives Information from UNIVERSITY under this Agreement.

The Effective Term may be extended for an additional year upon written consent by UNIVERSITY and RECIPIENT.

RECIPIENT warrants by his/her signature that he/she has the authority to bind the listed organization to this contract.

RECIPIENT

By: ______

Name: ______

Title: ______

Date: ______

UNIVERSITY OF UTAH

By: ______

Name: ______

Title: ______

Date: ______