Policies and Forms
Confidentiality Agreement
This form can also be downloaded as a word document.
THIS CONFIDENTIAL DISCLOSURE AGREEMENT is entered into as of _________________, 2006, (the “Effective Date”) by and between, President and Fellows of Harvard College, having an office at 1350 Massachusetts Ave, Holyoke Center 727, Cambridge MA 02138 (“Harvard”) and ________________, a company organized under the laws of ___________________________ with 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 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: (i) 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; (ii) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement; (iii) 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 (iv) 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 which impose confidentiality and non-use obligations comparable to those set forth in this Agreement.
- 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; however, Receiving Party’s non-disclosure and non-use obligations under this Agreement shall not expire until seven (7) years from the last date of disclosure of any Confidential Information. 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 Receiving Party without Harvard’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, and sole jurisdiction is granted to the state courts of the Commonwealth of Massachusetts or the federal courts of the District of Massachusetts, without restricting any right of appeal.
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: _______________________ |