合同文规库

　　This agreement is made as of ________________________, ____, by and between ___________________________________________ (hereinafter referred to as 'Company'), a corporation duly organized under the laws of the State of ______________, and having its principal place of business at ______________________________________, and The Research Foundation of State University of New York (hereinafter referred to as 'Foundation'), having its principal place of business at 35 State Street, Albany, New York 12207 U.S.A. (mailing address: P.O. Box 9, Albany, New York12201-0009).
　　A.The parties to this Agreement have developed or acquired technical and other proprietary information relating to Research Foundation Invention Case Number ______________________,entitled'__________________________'(hereinafter referred to as 'Confidential Information') and the parties wish to ensure that the information which may be disclosed to each other is treated in strictest confidence.
　　B.Each of the parties desires to receive such Confidential Information from the other for the limited purpose of evaluating the suitability of entering into a business relationship or sponsorship of research, and each party recognizes the importance of safeguarding such Confidential Information against unauthorized use or disclosure.
　　Now, therefore, in consideration of the disclosures made hereunder, and covenants entered into herewith, Company and Foundation agree as follows.
　　Company and Foundation are willing to disclose such information to each other under the following conditions:
　　1.Each party's Confidential Information shall be supplied to the other party in written, graphic, photographic, recorded, prototype, sample, or in any other tangible form and shall be identified as being disclosed under this Agreement.Any Confidential Information which is disclosed in oral form shall be identified as such at the time of disclosure and confirmed in written summary form within thirty (30) days after its disclosure to the receiving party.
　　2.As used in this Agreement, 'Confidential Information' shall mean all data, samples, technical and economic information, commercialization, clinical and research strategies, trade secrets and know-how disclosed or provided by one party to the other in accordance with Paragraph 1, except such information which (a) can be shown by the receiving party to have been in its possession prior to disclosure to it by the other party; (b) at the time of disclosure hereunder is, or thereafter, becomes, through no fault of the receiving party, part of the public domain by publication or otherwise; (c) is furnished to the receiving party by a third party after the time of disclosure hereunder as a matter of right and without restriction on its disclosure; (d) is independently developed by employees or agents of the receiving party wh