NON-DISCLOSURE AGREEMENT (2-Way Exchange of Information)

THIS AGREEMENT made and entered into as of the [Insert Date Here] by and between Hamilton Health Sciences Corporationwith an address at 293 Wellington Street North, Suite 120, Hamilton, Ontario L8L 8E7 and [Insert Investigator Name and Address Here] (both collectively, “HHSC”)and [Insert Company Name and Address Here]("Company").

WHEREAS, both parties, for their mutual benefit, wish to discuss certain technical and business matters concerning[Insert Name of Study/Project].

WHEREAS, during the course of such discussions, each party may wish to disclose or receive information and ideas relating to such technical and business matters which may or may not have been patented or constitute the basis of patentable inventions, but which the disclosing party nevertheless considers to be proprietary and wishes to protect. In order to ensure the confidentiality of such information, the parties hereby agree that:

  1. "Confidential Information" shall mean that information provided to the receiving party by the disclosing party and which the disclosing party wishes to keep confidential and so indicates, if such information is in written form, by an appropriate legend, marking, or stamp thereon, or if orally or visually disclosed, is identified by the disclosing party as confidential at the time of disclosure and confirmed as such in writing within thirty days after disclosure.
  1. Company and HHSC each agree to keep in confidence and not to use, except for the purposes related to the discussions above, or to disclose to third parties any Confidential Information disclosed to it by the other. Receiving party shall only make such copies of the disclosing party's Confidential Information as are necessary for the purposes described in this Agreement and shall limit the internal disclosure of such Confidential Information to those officers and employees who have a need to know and an obligation to protect it. Neither party shall be liable for the inadvertent disclosure of Confidential Information provided that it has exercised the same degree of care to protect such Confidential Information as it uses to protect its own proprietary information. All such copies shall, upon request, be promptly returned to the disclosing party with the original or destroyed upon termination or expiration of this Agreement.
  1. The restrictions in Paragraph 2 above shall not apply to Confidential Information that is:
  2. in the public domain at the time of disclosure, or subsequently comes within the public domain without fault of the receiving party;
  3. known to the receiving party at the time of disclosure or independently developed by the receiving party, provided there is adequate documentation to confirm such prior knowledge or independent development;
  4. used or disclosed by the receiving party with the prior written approval of the disclosing party;
  5. disclosed to third parties by disclosing party without similar restrictions on such third parties; or
  6. required to be disclosed by government agency or law, provided that HHSC is provided with prior written notice of any such disclosure.
  1. Neither the execution of this Agreement, nor the disclosure of any Confidential Information hereunder, shall be construed as granting either expressly or by implication, any licenseor transfer of ownership of the Confidential Information now or hereafter owned by or controlled by the disclosing party. This Agreement shall not be construed in any manner to be an obligation to enter into a further contract or to reimburse the cost of any effort expended by either party.
  1. All notices shall be addressed to:

Hamilton Health Sciences Corporation:

Attn: Frank Naus, Vice President, Research

293 Wellington Street North, Suite 120

Hamilton, Ontario, L8L 837

Tel: 905-521-2100, ext. 74595

Fax: 905-577-8378

Email:

Hamilton Health Sciences Investigator:

Contact [insert HHSC Investigator Name here]

Address [Insert Address Here]

Tel: [Insert Telephone Number Here]

Fax: [Insert Fax Number Here]

Email: [Insert Email Here]

Company:

Company Contact [Insert Company Name Here]

Company Address [Insert Company Address Here]

Tel: [Insert Company Telephone Number Here]

Fax: [Insert Company Fax Number Here]

Email: [Insert Company Email Here]

  1. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE INFORMATION WHICH MAY BE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM RECEIPT OR USE OF THE INFORMATION BY THE RECEIVING PARTY.
  1. Both parties acknowledge that in the event of a breach by a party under the terms of this Agreement, available equitable remedies and/or remedies at law may be pursued by the non-breaching party.
  1. Agreement expiration:
  2. This Agreement shall expire three (3) yearsfrom the date of its execution unless terminated sooner in accordance with Paragraph (b) below.
  3. Either party, upon thirty days notice given in writing to the other party, may terminate this Agreement with respect to disclosures made thereafter.
  4. Neither expiration nor termination of this Agreement shall affect obligations with respect to Confidential Information exchanged prior to the effective date of termination or expiration.
  1. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld. This Agreement shall enure to the benefit of and be binding of each of the Parties and their Representatives, and their respective successors and permitted assigns.
  1. All modifications to this Agreement shall be in writing and signed by duly authorized representatives of both parties.This document contains the entire agreement between the parties with regard to the subject matter hereof and supersedes any previous understanding, commitment or agreement, whether written or oral.
  1. If any provision of this Agreement is wholly or partially unenforceable for any reason, such unenforceability shall not affect the enforceability of the balance of this Agreement and the provisions of this Agreement shall, if alternative interpretations are applicable, be construed so as to preserve the enforceability of this Agreement.
  1. This Agreement shall be interpreted in accordance with the laws of the Province of Ontario, Canada.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

Hamilton Health Sciences CorporationCompany

______

Frank NausName : [Insert Name Here]

Vice President, ResearchTitle: [Insert Title Here}

______

DateDate

Hamilton Health Sciences Investigator

______

Name: [Insert HHSCInvestigator Name Here]

______

Date

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