SDSMT MUTUAL NON-DISCLOSURE AGREEMENT

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APPENDIX C – SDSMT MUTUAL NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (“Agreement”) is between the South Dakota School of Mines & Technology, a South Dakota Public University, having an address at 501 East St. Joseph St., Rapid City, SD 57701 (“SDSMT”), and ___________________________________________________ (“Company”), a _______________________________________ corporation having a business address at _______________________________________


RECITALS

A. SDSMT and Company wish to exchange certain confidential information pertaining to advanced materials processing and joining including all communication of information between the parties in any form whatsoever, including oral, written, and machine readable, pertaining to metals processing and joining (“Confidential Information”).

B. SDSMT and Company wish to exchange Confidential Information for the sole purpose of furthering a potential business relationship between them related to the joint development of advanced metals processing and joining technologies and each party desires to protect such Confidential Information from unauthorized disclosure or use.

C. SDSMT and Company are each willing to disclose Confidential Information (as the “Owning Party”) and receive Confidential Information (as the “Receiving Party”) on the terms and conditions set forth herein.

AGREEMENTS

Therefore, SDSMT and Company in consideration of the mutual promises and covenants contained in this Agreement intending to be legally bound thereby, agree as follows:

  1. The Receiving Party shall:
    1. (i) Not disclose Confidential Information of the Owning Party to any other person and (ii) use at least the same degree of care to maintain the Confidential Information confidential as the Receiving Party uses in maintaining as confidential its own confidential information, but always with at least a reasonable degree of care.
    2. Use the Information only for joint activities in the development of advanced metals processing and joining technologies;
    3. Restrict disclosure of the Confidential Information of the Owning Party solely to those employees or students of the Receiving Party having a need to know such Confidential Information in order to accomplish the purpose stated above.
    4. Advise each such employee or student, before he or she receives access to the Confidential Information, of the obligations of the Receiving Party under this Agreement, and require each such employee or employee to maintain those obligations.
    5. Within fifteen (15) days following a request to return any Confidential Information of the Owning Party, to return to the Owning Party all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Confidential Information, or confirm to the Owning Party, in writing, the destruction of such materials.
  2. This Agreement imposes no obligation on the Receiving Party with respect to any portion of the Confidential Information received from the Owning Party which (a) was known to the Receiving Party prior to disclosure by the Owning Party, as demonstrated by files in existence at the time of disclosure, (b) is lawfully obtained by the Receiving Party from a third party under no obligation of confidentiality, (c) is or becomes generally known or publicly available other than by unauthorized disclosure, (d) is independently developed by the Receiving Party or (e) is disclosed by the Owning Party to a third party without a duty of confidentiality on the third party.
  3. This Agreement imposes no obligation on the Receiving Party with respect to any portion of the Confidential Information unless such portion is (a) disclosed in a written document or machine readable media marked “CONFIDENTIAL” at the time of disclosure or (b) disclosed in any other manner and summarized in a memorandum mailed to the Receiving Party within thirty (30) days of the disclosure. Confidential Information disclosed by the Owning Party in a written document or machine readable media and marked “CONFIDENTIAL”.
  4. The Confidential Information shall remain the sole property of the Owning Party.
  5. NEITHER OWNING PARTY MAKES ANY REPRESENTATION WITH RESPECT TO AND DOES NOT WARRANT ANY INFORMATION PROVIDED UNDER THIS AGREEMENT, BUT SHALL FURNISH SUCH IN GOOD FAITH. WITHOUT RESTRICTING THE GENERALITY OF THE FOREGOING, NEITHER OWNING PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN NOR 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 OWNING 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.
  6. In the event of a breach or threatened breach or intended breach of this Agreement by either party, the other party, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach.
  7. The Receiving Party will not export, directly or indirectly, any technical data acquired from the Owning Party or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining such license or approval.
  8. The rights and obligations of the parties under this Agreement may not be sold, assigned, or otherwise transferred.
  9. The parties under this Agreement are independent contractors, and nothing contained in this Agreement shall be construed to constitute the Owner and Recipient as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.

This Agreement is binding upon both parties and upon the directors, officers, employees, and agents of each. This Agreement is effective as of the later date of execution and will continue for three years, unless terminated on thirty (30) days written notice by either party. However, the Receiving Party’s obligations of confidentiality and restrictions on use of the Confidential Information disclosed by the Owning Party shall survive termination of this Agreement for a period ending five years after the later date of execution.


Name: _______________________

Title: _______________________

Signature: _______________________

Date: _______________________

South Dakota School of Mines & Technology


Name: ______________________

Title: ______________________

Signature: ______________________

Date: ____________________

(COMPANY) ______________________

Retrieved from "http://cfsp.sdsmt.edu/guide/SDSMT_MUTUAL_NON-DISCLOSURE_AGREEMENT"
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