Confidential Disclosure Agreement

CONFIDENTIAL DISCLOSURE AGREEMENT

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.

NOW THEREFORE, the parties agree as follows:

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:

(a) The Information will be held in confidence by Company for a five (5) year period ("the Term") beginning on the effective date of this Agreement. The Company shall have the right to disclose the Information to its subsidiaries or parent company subject to the obligations of this Agreement. UMBC shall be provided with the following information about any such disclosure:

(1) name of each subsidiary or the parent to which disclosure was made;

(2) date of disclosure;

(b) The Company will take such steps as may be reasonably necessary to protect all documents, drawings, sketches, models, designs, data, memoranda, tapes, records and other material provided by UMBC as part of the Information, or made by Company containing Information, from being made available in any form to any person other than authorized Company or UMBC employees without prior written consent from UMBC during the term of the Agreement.

(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.

5. The obligations of confidentiality set forth in paragraph 4 shall not apply to any part of the Information:

(a) which at the time of disclosure is information already generally available to the public or becomes generally available to the public other than through the Company or persons obtaining the Information through the Company; or

(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.

6. Following the expiration of the Term, the Company shall have no obligation pursuant to this Agreement restricting its disclosure and use of the Information.

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 the Company:

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

10. This Agreement shall be governed by the laws of the State of Maryland and, to the extent applicable, by the laws of the United States. Any dispute between the parties concerning the terms of this Agreement shall be decided in a court of competent jurisdiction over the parties and subject matter located in Baltimore, Maryland.

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:________