Guidelines, Policies and Forms
Confidentiality Agreement
This form can also be downloaded as a word document.
THIS CONFIDENTIAL DISCLOSURE AGREEMENT is entered into as of _________________, 200_, (the “Effective Date”) by and between, President and Fellows of Harvard College, having an office at 1350 Massachusetts Ave, Holyoke Center 727E, Cambridge MA 02138 (“Harvard”) and ________________, a company organized under the laws of ___________________________ having offices at ______________________ (the “Receiving Party”).
- Background. Receiving Party has requested that Harvard disclose to Receiving Party certain information relating to _____________________________ (the “Field”) for the sole purpose of enabling the parties to mutually evaluate the possibility of entering into a business relationship with each other with respect thereto (the “Purpose”).
- Definition. “Confidential Information” means any scientific, technical, trade or business information relating to the Field disclosed by or on behalf of Harvard, or any of its employees, researchers or students, to Receiving Party, whether in oral, written, graphic or machine-readable form, except to the extent such information: (a) was known to the Receiving Party at the time it was disclosed, other than by previous disclosure by or on behalf of Harvard or any of its employees, researchers or students, as evidenced by Receiving Party’s written records at the time of disclosure; (b) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement; (c) is lawfully and in good faith made available to Receiving Party by a third party who is not subject to obligations of confidentiality to Harvard with respect to such information; or (d) is independently developed by Receiving Party without the use of or reference to the Confidential Information, as demonstrated by documentary evidence.
- Nondisclosure of Confidential Information. Without Harvard’s express written consent, Receiving Party shall not directly or indirectly publish, disseminate or otherwise disclose, deliver or make available to any person outside its organization any of the Confidential Information. Receiving Party may disclose the Confidential Information to persons within its organization who have a need to receive such Confidential Information in order to further the Purpose and who are legally bound to protect the Confidential Information by agreements that impose confidentiality and non-use obligations comparable to those set forth in this Agreement.
- Required Disclosure If required by law, Receiving Party may disclose Confidential Information to a governmental authority or by order of a court of competent jurisdiction, provided that (a) Receiving Party shall immediately notify Harvard and take reasonable steps to assist Harvard in contesting such request, requirement or order or otherwise protecting Harvard’s rights and (b) Receiving Party shall limit the scope of such disclosure only to such portion of the Confidential Information that it is legally required to disclosed.
- Limitation on Use of Confidential Information. Without Harvard’s prior written consent, Receiving Party shall not use the Confidential Information for any purpose, other than the Purpose.
- Ownership. Nothing contained in this Agreement shall be construed, either expressly or implicitly, to grant to the Receiving Party any rights by license or otherwise in any Confidential Information or to any patent, copyright, trademark or other intellectual property right related thereto.
- Disclaimer. Harvard makes no representation or warranty as to accuracy, completeness, condition, suitability or performance of the Confidential Information, and Harvard shall have no liability whatsoever to Receiving Party resulting from its use of the Confidential Information.
- Termination; Return of Confidential Information. Either party may terminate this Agreement upon thirty (30) days prior written notice; provided, however, that Receiving Party’s non-disclosure and non-use obligations under this Agreement shall not expire until five (5) years from the last date of disclosure of any Confidential Information hereunder. Upon termination of this Agreement, or sooner upon Harvard’s request, Receiving Party shall promptly return to Harvard all Confidential Information and return or destroy all copies, summaries, synopses or abstracts of the Confidential Information in its possession (whether in written, graphic or machine-readable form).
- Miscellaneous. This Agreement may not be assigned or transferred by either party without the other party’s prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. The parties hereby consent to the sole jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts, without restricting any right of appeal. This Agreement is the sole agreement with respect to the subject matter hereof and supersedes all other agreements and understandings between the parties with respect to the same.
In Witness Whereof, the parties have executed this Agreement as of the date set forth above.
President and Fellows of Harvard College By: _______________________ |
[insert name of Receiving Party] By: _______________________ |