NON-DISCLOSURE AGREEMENT

Reviewed by Brooke 12/10/2009

This Agreement is made as of the ______day of ______, 2009 and is by and between the Board of Regents of the Nevada System of Higher Education on Behalf of the Desert Research Institute, (hereinafter referred to as DRI) and COMPANY NAME. DRI and COMPANY NAME may hereinafter be referred to as the "Parties”' collectively or a "Party" individually.

WHEREAS, COMPANY NAME may make available to DRI certain proprietary information, including but not limited to, information regarding its patented technology and related trade secret information commonly known as ______for the purpose of the performance of services by DRI for COMPANY NAME and the Parties desire to prevent dissemination or misuse of such confidential information;

NOW THEREFORE, the Parties mutually agree as follows:

1.  Confidential Information.
Any and all materials, ideas, concepts that COMPANY NAME designates as confidential, including, without limitation, documents, material or information (including, without limitation, business plans and proposals, present and future products and business strategies, product specifications, formula, technical information and information on cost or production capacity) and also including a subcategory of confidential information which is information deemed to be trade secrets, which has previously been disclosed or will be disclosed by COMPANY NAME to DRI in connection with anticipated or actual services to be rendered by DRI is "Confidential Information" unless such document, material or information (a) was publicly available or in the public domain at the time of disclosure thereof by COMPANY NAME or DRI, (b) becomes publicly available or public domain information through no fault of DRI, ( c) was already in DRI’s possession before disclosure thereof by COMPANY NAME to DRI and DRI can prove possession, (d) was independently developed by DRI without using the Confidential Information or (e) is obtained by DRI from a third party under no obligation not to disclose it. DRI shall treat all such documents, material and information as "Confidential" within the meaning of this Agreement.

2.  Nondisclosure
(a) DRI, without the prior written consent of COMPANY NAME, will not at any time, whether during or after its provision of services to COMPANY NAME, for any purpose other than providing such services, (i) disclose or reveal any Confidential Information to any person or entity other than those essential employees, representatives and agents of DRI who (A) need to know the Confidential Information, (B) are informed by DRI of the confidential nature of the Confidential Information, and (C) agree to comply with the obligations and restrictions of this Agreement, or (ii) make any use of the Confidential Information whatsoever or of any nature, specification, details or any characteristic contained in or derived from the Confidential Information. DRI’s obligation under this Section shall survive the termination of the provision of services by DRI.
(b) DRI shall maintain a log of all essential employees, agents, or representatives who are privy or who shall become privy in the future to such Confidential Information. DRI is required to password protect computer access to Confidential Information contained on computer files or discs.
(c) The Confidential Information that is written or on computer files shall be returned to COMPANY NAME or destroyed, immediately upon COMPANY NAME's written request and no copies shall be retained by DRI or its representatives either in writing or in its computer.
(d) None of the Confidential Information and/or any rights with respect thereto under this Agreement, and/or any information and/or materials associated with it may be resold and/or assigned to any third parties. DRI may not recreate the products and/or other material containing the Confidential Information for any third parties, parent corporations, subsidiaries and/or affiliates nor may it recreate the products and/or other materials containing the Confidential Information for itself for any purpose not relating to the services to be performed by DRI.
(e) Notwithstanding the foregoing, if DRI or any of its employees, representatives or agents are required pursuant to applicable law, regulation or legal process to disclose any of the Confidential Information, it shall notify COMPANY NAME promptly prior to any such disclosure so that a protective order or other appropriate remedy may be sought if no such protective order is sought or obtained, DRI will furnish only that portion of the Confidential Information which it is legally required to and will use all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information.

3.  Remedy.
DRI agrees that violations of the provisions hereof shall constitute a breach of the Agreement which will give rise to irreparable injury to COMPANY NAME, and that money damages would be an inadequate remedy for any such breach. Accordingly, COMPANY NAME may seek and obtain injunctive relief against the breach or threatened breach of the foregoing, in addition to any other legal remedies, which may be available. The Parties acknowledge and agree that the restrictions contained herein are necessary for the protection of COMPANY NAME's legitimate business interests and are reasonable in scope and content.

4.  Limited Enforcement.
DRI has carefully considered the restrictions herein and stipulated that they are fair and reasonable in light of all the facts and circumstances of the relationship between the Parties. However, in the event a court or tribunal should decline to enforce any restriction contained herein, that restriction shall be deemed to be modified to the maximum extent which the court or tribunal shall find enforceable. If any provision of this Agreement is found to be invalid by any court or tribunal, the invalidity of such provision shall not affect the validity of the remaining provisions hereof.

5.  Entire Agreement, Governing Law, Choice of Forum.
This Agreement is the entire agreement between the Parties on the subject matter hereof and supersedes all prior agreements and understandings between the Parties. Any dispute, controversy or difference which may arise out of; or in relation to, or in connection with this Agreement or any breach hereof shall be governed by the laws of the State of Nevada, without giving effect to the conflict of laws principles thereof. DRI and COMPANY NAME expressly consent to the jurisdiction of the courts of the state of Nevada for the enforcement of any provisions hereunder and agree that Nevada courts, state and federal, offer the exclusive forums for the litigation of any controversies hereunder This Agreement may not be assigned by any Party but shall be binding upon successors and assigns. This Agreement may be amended, modified or supplemented by the mutual consent of the Parties in writing, but no oral amendment, modification or supplement shall be effective. The waiver by any Party of a breach of any provision of this Agreement by any other Party shall not operate or be construed as a waiver of any subsequent breach of that provision or any other provision hereof.

6.  Notices.
Any notice required or permitted hereunder, including legal process in connection with any dispute arising in connection with the provisions set forth herein, shall be in writing and shall be deemed sufficient when given by personal delivery or five days after mailing by internationally recognized overnight courier or by Federal Express, registered or certified mail, postage prepaid, return receipt requested, and addressed to the Party at the address set forth below (or to such other address as may be provided by notice).

7.  Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

8.  Length of Agreement.
This Agreement shall terminate five (5) years from the date hereof except that any Confidential Information which COMPANY NAME identifies as Trade Secrets shall not have a time limit on nondisclosure and non-use by DRI, The terms and conditions set forth in this Agreement shall survive the completion of the services to be rendered by DRI and continue to restrict it, in accordance with the Agreement's terms, from, among other things revealing Confidential Information.

IN WITNESS WHEREOF, DRI and COMPANY NAME have duly executed this Agreement as of the day and year first above written.

The Board of Regents of the
Nevada System of Higher Education on behalf of Desert Research Institute / COMPANY NAME
By: / By:
Name: Jenny C. Frayer / Name:COMPANY SIGNATORY???
Title: Interim Director of Sponsored Projects and Compliance / Title:COMPANY TITLE???
Address: 2215 Raggio Parkway
Reno, Nevada 89512-1095
Telephone: 775-673-7444 / Address:
Telephone: