Confidential Disclosure Agreement Sample Template - Free Download
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Confidential Disclosure Agreement Sample Template
Confidential Disclosure Agreement Sample Template
CDA One Way – v1.092215 1 of 2 CU Agreement Number: _____________
Confidential Disclosure Agreement
Unilateral University Disclosing
This Confidential Disclosure Agreement (“Agreement”) is made and entered into this _____ of
________________, 201___ (“Effective Date”) by and between The Regents of the University of Colorado, a
body corporate, having its principal office at 1800 Grant Street, 8th Floor, Denver, CO 80203 (“University”), and
__________________________________________________________, having its principal place of business at
_______________________________________________________________________________ (“Recipient”).
BACKGROUND
University desires to disclose to Recipient Confidential Information, as defined below. Recipient desires to
receive this information solely to evaluate a potential relationship (“Purpose”).
Accordingly, the parties agree as follows:
TERMS AND CONDITIONS
1. Confidential Information. Proprietary or confidential information means any information that University
discloses to Recipient pursuant to the Purpose (“Confidential Information”).
2. Disclosure. University, through its employees or agents, may disclose Confidential Information to
Recipient. Recipient will use the Confidential Information solely for the Purpose. Recipient may not disclose
the Confidential Information to any other party except that Recipient may disclose Confidential Information
to Recipient’s officers, agents and employees that have a need to know with respect to the Purpose.
3. Limits of Confidentiality. Information received from University under this Agreement will not be considered
Confidential Information if the information is
a. publicly available prior to the Effective Date;
b. publicly available after the Effective Date, not due to an unauthorized act by or omission of Recipient;
c. developed by Recipient independently without access to or use of the Confidential Information;
d. information that was already in Recipient’s possession prior to the time of disclosure as evidenced by
written records kept in the ordinary course of business or by proof of actual use; or
e. required to be disclosed by law, court order, or government regulation.
4. Due Diligence. The Recipient on behalf of its officers, agents and employees will maintain in confidence
the Confidential Information with the same degree of care that Recipient uses to protect its own confidential
and proprietary information, but no less than a reasonable degree of care.
5. Return of Confidential Information. Upon termination of this Agreement, Recipient shall promptly return
to University all Confidential Information.
6. No Waiver of University Rights or Recipient Liabilities. University does not (1) surrender, grant or
transfer Recipient any rights under copyright, patent, or other statutory or common law property and other
legal rights that University holds now or may acquire later relating to the Confidential Information; or (2)
release Recipient from any liabilities relating to such rights.
7. Term. This Agreement becomes effective on the Effective Date and will terminate one year from the
Effective Date, unless a time extension or modification is mutually agreed upon in writing between the
parties, or, a party provides a termination notice to the other party with 30 days written notice (“Termination
Date”).
8. Duty of Confidentiality. Recipient’s duty of confidentiality terminates three years after the Termination
Date.
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