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STUDENT NON-DISCLOSURE AGREEMENT
This Agreement is made and entered into by and between _______________________ ("Company") and
_______________________ ("Student") for the purpose of receiving certain confidential information of Company to enable
the Student to undertake the project described at the end of this Agreement ("Project").
Company and Student hereby agree as follows:
1. "Confidential Information" means proprietary and confidential information of Company marked or identified as
such in accordance with Section 2 below.
2. To be treated as Confidential Information, any information provided by Company to Student in tangible form shall
be marked "Proprietary and Confidential" or similar markings. Information disclosed orally must be identified orally as
confidential at the time of disclosure and summarized in writing within 30 days of disclosure.
3. No information will be Confidential Information that: (i) is already known to Student, or (ii) is or becomes publicly
known through no wrongful act of Student, or (iii) is received by Student from a third party without similar restrictions and
without breach of this Agreement.
4. Except as provided herein, Student will not disclose any Confidential Information to any other person. Student
will not use any Confidential Information other than in connection with the Project.
5. Student may disclose Confidential Information (i) to other students who have executed non-disclosure
agreements with Company, (ii) in response to the lawful request or requirement of a governmental agency or by requirement
of law, and (iii) to the faculty member supervising the Project, provided that faculty member has signed a non-disclosure
agreement with Company.
6. Company understands that to complete the requirements of the course in which he or she is enrolled, Student
must give a substantive presentation concerning the Project to an audience that will not have signed non-disclosure
agreements, and that such presentation will include information about the Company. Company will work with Student to
prevent the inclusion of Confidential Information in the presentation and any written materials prepared by the Student.
7. All Confidential Information delivered by Company to Student will be and remain property of Company. All
Confidential Information, and any copies thereof, will be promptly returned to Company or destroyed by Student upon
Company's request.
8. The obligations of Student under this Agreement shall terminate on _______________________.
9. This Agreement may not be modified except by written instrument signed on behalf of each party. Either party
may assign this Agreement to a parent corporation, to a wholly owned subsidiary or a successor of substantially all of the
business or assets of the party. This Agreement embodies the entire agreement and understanding of the parties and
terminates and supersedes all prior independent agreements and under takings between the parties. The provisions of this
Agreement shall be construed in accordance with the laws of the state of _______________________. All notices, requests
or consents given in connection with this Agreement shall be given in writing and sent by first class mail, postage prepaid,
telegram, teletype, telex, cable or email to the addresses listed at the end of this Agreement, unless either party notifies the
other party of a different address.
Description of Project:
___________________________________________________________________________________________________
Executed as of the date and year first above written:
Student’s Signature ______________________________________________ Date _______________________
Print Name ______________________________________________
