THIS AGREEMENT is made effective the
_______________________________ day of ______________________________________,
1996, by and between the University of Maryland Baltimore County
("UMBC"), a constituent instituion of the University of Maryland
System,
and ________________________________________ ("Company") a corporation
organized under the laws of the State of ________________________.
Recitals
UMBC is in possession of information
which UMBC considers confidential and in which UMBC has a proprietary
interest ("The Information"), which is generally described as
____________________________________________________________________________________________________________________________________________________.
The Company wishes to receive a disclosure of the Information
from UMBC and agrees to hold that disclosure in confidence during
the term of this Agreement subject to the conditions set forth
herein. UMBC is willing to make this disclosure in order to permit
the Company to evaluate its opportunities to support research
at UMBC involving the Information, to license UMBC intellectual
property comprising or related to the Information, and/or to support
applications for letters patent and other legal protection for
the Information.
1. The Information is a valuable asset
of UMBC. UMBC has an exclusive proprietary right and interest
in the Information. The Information includes any documents, drawings,
sketches, models, designs, data, memoranda, tapes, records, and
other material provided by UMBC to Company.
2. The Company will use the Information
only for technical and economic evaluation internal to the company
as described in the Recitals. The acceptance of the Information
by the Company shall not give Company the right to use the Information
for any other purpose until and unless a written contract is entered
into between UMBC and the Company providing the terms and conditions
of such use and the rights to be acquired by the Company.
3. The Company will use the Information
only during the term of this Agreement.
4. UMBC will disclose the Information
to Company upon the following conditions, which are accepted by
Company:
(2) date of disclosure;
(c) The Company agrees to obligate
any and all employees who may have access to any portion of the
Information, in any form, to protect the confidential and proprietary
nature of the Information.
(d) All Information disclosed to the
Company in written form shall be clearly marked as confidential.
All Information disclosed orally or in any other form shall be
summarized in a written document clearly marked as confidential,
or shall otherwise be clearly identified as confidential.
(b) which the Company can show by
reliable written evidence was acquired by the Company on a non-confidential
basis from any third party having a bona fide right to disclose
it to the Company; or
(c) which the Company can demonstrate
by written record was developed by the Company independently of
the disclosure of the Information by UMBC.
7. The Company shall notify UMBC within
ninety (90) days from the date it receives the Information whether
or not the Company has any interest in pursuing a research or
licensing agreement with UMBC. If (a) the Company notifies UMBC
that the Company has no such interest, or (b) the Company later
determines that it has no such interest, and notifies UMBC of
such determination, the Company will return all documents, drawings,
sketches, models, designs, data, memoranda, tapes, records, and
other material provided by UMBC as part of the Information, together
with all copies and/or any other form of reproduction and/or description
of the Information made by the Company. In addition, the Company
will destroy all Company records containing any of the Information
or purge the Information from such records. The Company may retain
one copy of the Information in its legal records as a means to
identify the Information subsequent to its return to UMBC in the
event of any question or dispute concerning the Company's obligations
pursuant to this Agreement.
8. The Company understands that the
Information may have been developed under a grant or contract
from the government of the United States or the government of
the State of Maryland. The federal government or the state government
may be entitled to certain rights in the Information and may also
be entitled to certain limited royalty free licenses to use any
part of the Information which constitutes an invention. UMBC
agrees to provide the Company with further information about any
governmental rights if the Company requests this information in
writing.
9. The addresses of the parties for correspondence concerning this agreement are as follows:
For UMBC:
David R. Gleason, Esq.
Technology Administrator
Office of Technology Development
University of Maryland Baltimore
County
Administration Building, Room 216
5401 Wilkens Avenue
Baltimore, Maryland 21228
Tel. (410) 455-3732 FAX (410) 455-1092
11. This Agreement constitutes the
entire agreement of the parties concerning the matters discussed
herein. This Agreement may be amended only by a written instrument
executed by authorized representatives of the parties.
IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their authorized representatives
as of the date first above written.
COMPANY
BY: ______________________________________
NAME:____________________________________
TITLE:____________________________________
DATE:________
UNIVERSITY OF MARYLAND BALTIMORE COUNTY
BY:________________________
David R. Gleason, Esq.
Technology Administrator
DATE:________