Fillable NON-DISCLOSURE AGREEMENT (Tennessee Technological University)

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NON-DISCLOSURE AGREEMENT (Tennessee Technological University)

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Page 1 of 3 Rev. 9/11/20
NON-DISCLOSURE AGREEMENT
“Company”
“University”
Tennessee Technological University, a public higher education institution and instrumentality of
the State of Tennessee, located at One William L Jones Drive, Cookeville, TN 38505.
“Effective Date”
“Term”
(disclosure period)
Years
“Obligation Period”
(confidentiality period)
Years
“Purpose”
(General purpose of
disclosures)
The Parties have caused this Agreement to be executed by their duly authorized representatives as set forth below. This
summary and signature page must be used with Exhibit A, Mutual Non-Disclosure Agreement Terms and Conditions.
COMPANY:
UNIVERSITY:
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Date: ______________________________________
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Date: ______________________________________
The Principal Investigator (PI) acknowledges that he/she has read this agreement and understands his/her
obligations hereunder as an employee of University.
Company address for notices:
University address for notices:
Tennessee Technological University
Office of Research
One William L Jones Drive
Box 5164
Cookeville, TN 38505
research@tntech.edu
Company point of contact for disclosures:
University point of contact for disclosures:
Name, Address, and Type of Entity
1
1
Enter the general purpose, including the subject matter about which disclosures will be made.
Enter the physical address and e-mail to send notices to
Company.
Enter company POC info here.
Enter PI contact info here.
Page 2 of 3 Rev. 9/11/20
EXHIBIT A
NON-DISCLOSURE AGREEMENT
TERMS AND CONDITIONS
This Non-Disclosure Agreement (“Agreement”) is entered into and effective as of the Effective Date by and between the
Company and the University. The Company and the University are referred to individually as a “Party” and collectively as
the “Parties.”
The Parties agree as follows:
1. Each Party possesses data, information, documentation, and materials relating to the Purpose. All data,
information, documentation, and materials relating to the Purpose disclosed by one Party to the other Party during
the term of this Agreement, whether transmitted in writing, orally, electronically, visually, or otherwise, shall be
“Proprietary Information.” The Party receiving Proprietary Information is referred to as the “Receiving Party,” and
the party disclosing Proprietary Information is referred to as the “Disclosing Party.” All Proprietary Information shall
be marked with an appropriate restrictive legend, and any Proprietary Information disclosed other than in writing
must be reduced to writing with an appropriate restrictive legend and delivered to the Receiving Party within fifteen
(15) days of the disclosure.
2. Each party provides Proprietary Information as is and makes no representations or warranties as to its
completeness, accuracy, or fitness for a particular purpose. All Proprietary Information remains the property of the
Disclosing Party. No license, option, or right is granted to the Receiving Party other than to use the Proprietary
Information for the Purpose. The Parties are not obligated to enter into any further business relationship or
agreement.
3. Each Receiving Party shall keep all Proprietary Information disclosed to it confidential during the Obligation Period
and may use it only for the Purpose. Other than as permitted herein, no Receiving Party may disclose, modify,
copy, transfer, or assign any Proprietary Information disclosed to it under this Agreement.
4. University may disclose Proprietary Information to its employees who need to know it in connection with and to
accomplish the Purpose. Company may disclose Proprietary Information to its officers, directors, employees, and
legal and financial advisors who need to know it in connection with and to accomplish the Purpose, provided such
persons are bound by the terms of their employment to comply with this Agreement. Either Party may disclose
Proprietary Information if required to do so by applicable law, a court order, a government agency, or for necessary
internal processes, and if such disclosure is required, that Party shall use reasonable efforts to give the other Party
prior written notice.
5. Upon expiration or termination of this Agreement or at any time by written request of Disclosing Party, each
Receiving Party shall promptly return to the Disclosing Party or shall destroy all tangible and digital manifestations
of all recorded or stored information that is based on or embodies any of the Proprietary Information it received
pursuant to this Agreement, except that each Party may retain a total of one (1) copy of such Proprietary
Information in accordance with its standard archival procedures and in order to determine its obligations under this
Agreement.
6. Notwithstanding any expiration or termination of this Agreement, the restrictions and obligations set forth herein
shall continue for the Obligation Period.
7. The restrictions described in this Agreement shall not apply to Proprietary Information that:
a. is already lawfully in the Receiving Party's possession at the time of receipt from the Disclosing Party, as
evidenced by appropriate documentation;
b. is or later becomes public through no fault of the Receiving Party;
c. is at any time developed by or for the Receiving Party independently and without use of or reference to
any of the Disclosing Party’s Proprietary Information disclosed under this Agreement;
d. is lawfully received from a third party whom Receiving Party reasonably believes has the right to make the
disclosure, as evidenced by appropriate documentation; or
e. is required by law to be disclosed, including the Tennessee Public Records Act, Tenn. Code Ann. §
10-7-503, as modified by § 49-7-120.
8. This Agreement is governed by the laws of the State of Tennessee, without regard to its conflict of laws principles.
Page 3 of 3 Rev. 9/11/20
9. This Agreement constitutes the entire understanding between the Parties with regard to the Purpose and
supersedes all prior agreements between the Parties with regard to the Purpose. This Agreement may be
executed in counterparts, all of which taken together shall constitute one agreement. This Agreement may only be
amended in writing and must be signed by an authorized representative of each Party. This Agreement may not
be assigned, by operation of law or otherwise, or transferred in whole or in part by either Party without the written
consent of the other Party.
10. This Agreement is effective from the Effective Date and shall remain in effect for the Term unless terminated
sooner in accordance with this Agreement. This Agreement may be terminated at any time by either Party upon
thirty (30) days’ written notice to the other Party.
11. No waiver of a provision, violation of a provision, or default shall apply to any other provision or subsequent
violation or default or be deemed continuous. Any notice, request, approval, or consent required to be given under
this Agreement will be sufficiently given if in writing and delivered to a Party in person or by recognized overnight
courier at the address appearing on the signature page of this Agreement under the section titled “Address for
notices,” or at such other address as each Party may designate in accordance with this Agreement. Notice shall
be deemed effective upon receipt.
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NON-DISCLOSURE AGREEMENT (Tennessee Technological University)

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Completed 2 February 2021

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