ࡱ> JLK9 R-bjbj+O)%lZZZZZZZn8<64nvvv"$ ZZZTZZ|ZZ|j B}nT t||0|'Dd'|nnZZZZForm Agreement Unilateral University as Receiving Party 1/23/2009 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this Agreement) is made and entered into on this _____ day of _________, 2009 (the Effective Date), by and between 鶹AV, a national university corporation organized and existing under the laws of Japan, with its principal place of business at 1-3-2 Kagamiyama, Higashi-Hiroshima City, Hiroshima Pref. 739-8511, Japan, (the University), and ________________, a company organized and existing under the laws of ___________, with its principal place of business at ___________________ (the "Company). Each of the University and the Company is sometimes called a Party and both of them are sometimes called the Parties. RECITALS The Parties are considering the possibility of forming a business relationship [entering into a consulting agreement, a sponsored research agreement, a collaborative research agreement, a license agreement] between the Parties. In order to assist the University in its evaluation and assessment of forming such business relationship [of entering into such agreement] (such evaluation and assessment, the Purpose), the University may request from the Company certain confidential information. The Company is willing to disclose to the University certain information of a confidential and proprietary nature in connection with the Purpose, but only on a confidential basis and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing premises and covenants hereinafter contained, the Parties agree as follows: Article 1. Definitions Confidential Information means (a) any information disclosed by the Company to the University that is in written, electronic or other tangible form and is identified by notice or legend on the face of such form or in a separate written notice accompanying such form indicating that the information contained therein is confidential or proprietary, and (b) any information disclosed by the Company to the University orally or in other intangible form if within thirty (30) days of such disclosure the Company sends the University a written notice that identifies such information and indicates that it is confidential or proprietary. Confidential Information may include without limitation concept, data, drawings, specifications, sketches, developments, experiment or evaluation results, technical or customer information, strategies, technology, know-how, trade secret and software; provided, however, that any of the following shall not be Confidential Information: (1) information that was known to the University or in its possession prior to or at the time of disclosure; (2) information that was already publicly known prior to receipt thereof or thereafter becomes publicly known through no fault of the University; (3) information that is or becomes available to the University without restriction from another source that does not violate any obligation to the Company; and (4) information that is independently developed by the University without use of any Confidential Information disclosed hereunder. Effective Date has the meaning ascribed thereto in the Preamble above. Purpose has the meaning ascribed thereto in the Recital above. Article 2. Non-Disclosure, etc. 2.01 The University shall maintain the confidentiality of any Confidential Information disclosed by the Company, shall not disclose, without the prior written consent of the Company, any Confidential Information to any entity or person other than those employees, students, representatives, consultants or subcontractors of the University who have a need to know such Confidential Information for carrying out the Purpose, shall not copy or reproduce any Confidential Information without the written authorization of the Company except to the extent reasonably required for internal circulation for the Purpose, and shall not use any Confidential Information for itself or others for any purpose other than in connection with the Purpose. 2.02 Notwithstanding Section 2.01, the University may disclose to any third party Confidential Information that is required to be disclosed to such party by law or regulation or in response to a valid order of a court or other governmental body, but only to the extent of and for the purpose of such law, regulation or order, and only if the University first notifies the Company of such required disclosure and uses its best efforts to seek an appropriate legal remedy including without limitation a protective order to maintain the confidentiality of the Confidential Information or minimize disclosure thereof, and permits the Company, at its expense, to seek such legal remedy. 2.03 In protecting Confidential Information, the University shall take all necessary precautions and Confidential Information shall be treated in the same manner and with the same degree of care as the University applies with respect to its own confidential information but in no event less than reasonable care. Article 3. No License; No Duty of Further Dealing 3.01 Nothing contained herein shall be construed as granting, whether expressly or implicitly, to the University or the Company any licenses under or rights in any present or future patents, patent applications, utility models, trademarks, designs, copyright, know-how, trade secret or other industrial or intellectual property rights. 3.02 Nothing contained herein shall be construed, by implication or otherwise, as an obligation to enter into any further agreement including without limitation [a consulting agreement, a sponsored research agreement, a collaborative research agreement or a license agreement]. Article 4. Term of Agreement This Agreement shall become effective on the Effective Date and remain in force for a period of one (1) year, unless otherwise terminated earlier by written agreement of the Parties; provided, however, that the obligations of non-disclosure and non-use set forth herein and related provisions hereof shall survive for two (2) years after the expiration or termination of this Agreement. Article 5. Ownership; Return of Materials All Confidential Information disclosed by the Company hereunder shall remain the property of the Company. Upon demand by the Company after expiration or termination of this Agreement, the University shall return to the Company or destroy, as demanded, all Confidential Information; provided, however, that in the case of written materials, the University may retain one (1) copy of such materials solely for purposes of proving its compliance with the terms of this Agreement. Article 6. Miscellaneous 6.01 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Japan, without regard to the principles of conflict of law thereof. 6.02 Severability. If one or more provisions of this Agreement or any part thereof shall be declared or adjudged to be illegal, invalid, or unenforceable under any applicable law by any court, governmental agency or arbitrational tribunal with jurisdiction over the Parties, such illegal, invalid or unenforceable provision shall be omitted, or upon the request of either Party, the provision may be reformed and construed in a manner that will be valid and enforceable to the maximum extent permitted by law. All other provisions or requirements shall continue without regard to the omitted clause. 6.03 Notices. All notices, requests, service of process and other communications to the Parties shall be in writing and sufficient if delivered by hand, by facsimile or e-mail (with confirmation of receipt), by registered and certified mail (postage prepaid with return receipt requested) or by overnight courier service, in each case addressed as set forth below or to such other address or facsimile number as the Party to whom notice is to be given may have furnished to the other Party in writing upon at least five (5) days notice. Each such notice, request or communication shall be effective only (i) if by letter, when delivered personally or on actual receipt; and (ii) if by facsimile or e-mail when sent (provided that the Party sending the facsimile or e-mail shall have received a confirmation of receipt). Any notice given under or in connection with this Agreement shall be in the English language. To the University: 鶹AV 1-3-2 Kagamiyama, Higashi-Hiroshima City, Hiroshima Pref. 739-8511, Japan Attention: ______________ Phone: ______________ Fax: ______________ e-mail: ____________ To the Company: _____________________ _____________________ Attention: ______________ Phone: ______________ Fax: ______________ e-mail: ____________ 6.04 No Assignment. Neither Party shall assign any rights or delegate any obligations hereunder without the other Partys prior written consent. Any attempted assignment by either Party without the required consent from the other Party shall be null and void. 6.05 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and, in the event of a permitted assignment, any such assigns. 6.06 Entire Agreement. This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior written or oral agreements, contracts or promises between the Parties with respect to such subject matter. 6.07 Amendments; etc. No provision of this Agreement shall be deemed modified, amended, waived or revoked except by a writing signed by both Parties. The failure or delay by either Party at any time or from time to time to require performance by the other Party of any provision hereof shall in no manner affect the right of such Party thereafter to enforce such provision. 6.08 No Announcements. Without the prior written consent of the other Party, neither Party shall publicly announce or disclose the existence of this Agreement or its terms, nor the fact that the Parties are discussing a possible business relationship, except as required to be disclosed by law or regulation or in response to a valid order of a court or other governmental body, but only to the extent of and for the purpose of such law, regulation or order. IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above. 鶹AV ____________________________ By: Title: Date: the Company ______________________ By: Title: Date:     PAGE  PAGE 1 =@BCDE^bYZ01./"-<?GbʻCJOJQJmHnHuCJOJQJmHnHo(u>*CJOJQJmHnHo(uCJOJQJo( CJOJQJ56CJOJQJ\]56CJOJQJ\]o(o(5\ 5\o(?8BCDE_`a  m ` /@p@ P !1$` /@p@ P !1$$a$4$4$--    0 :  ) l n       "   . 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