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Sample Mutual Confidential Disclosure Agreement
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MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT
This agreement (the “Agreement”) is made as of
______________________________________, 20__ (“Effective Date”), by and between (1)
_________________________________________________ (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 (2) THE RESEARCH
FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK (hereinafter referred to
as “FOUNDATION”), a private, nonprofit educational corporation having an office and place of
business at the University at Albany, State University of New York, Office for Innovation
Development and Commercialization, ES 244, 1400 Washington Avenue, Albany, New York
12222, acting in regard to the University at Albany, State University of New York, individually
called “Party,” or “Disclosing Party,” or “Receiving Party,” and collectively called “Parties.”
A. The Parties to this Agreement have developed or acquired technical and other
proprietary information relating to __________________________________________________
(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 Party 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 (hereinafter referred to as “Purpose”).
C. Each Party recognizes the importance of safeguarding such Confidential Information
against unauthorized use or disclosure and desires to define herein the rights and obligations with
respect to the handling and disclosure of such Confidential Information.
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 Confidential 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 other tangible or permanent form and
shall be clearly and obviously marked “Confidential” or “Proprietary.” Confidential Information
in electronic form that is not human readable (e.g., computer programs) or that is stored on disk,
tape or other storage media constitutes information in permanent form. Such electronic
information will be considered adequately marked if the container is marked and if a proprietary
legend displays when the information runs on a computer system and when the information is
printed from its data file. 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
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