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APPENDIX I OPTIONAL AND ALTERNATIVE CLAUSES Appendix Article 1 - Non-disclosure [Note: Since the term of the non-disclosure restriction is always longer than the term of the research project, it is much more efficient to have a separate non-disclosure agreement which can be administered long after the research is over and the file is closed. In the event, however, that a Non-disclosure Article is included in the Agreement, model language for such an article is provided. If a Non-disclosure Article is used, Article 6 - Publications should be replaced with the modified version below.] 1.1 Anything in this Agreement to the contrary notwithstanding, any and all knowledge, know-how, practices, process, or other information (hereinafter referred to as "Confidential Informationn) disclosed or submitted in writing or in other tangible form which is designated as Confidential Information to either party by the other shall be received and maintained by the receiving party in strict confidence and shall not be disclosed to any third party. Furthermore, neither party shall use said Confidential Information for any purpose other than those purposes specified in this Agreement. The parties may disclose Confidential Information to employees requiring access thereto for the purposes of this Agreement provided, however, that prior to making any such disclosures each such employee shall be apprised of the duty and obligation to maintain Confidential Information in confidence and not to use such information for any purpose other than in accordance with the terms and conditions of this Agreement. Neither party will be held financially liable for any inadvertent disclosure, but each will agree to use its reasonable efforts not to disclose any agreed to Confidential Information. 1.2 Nothing contained herein will in any way restrict or impair either party's right to use, disclose, or otherwise deal with any Confidential Information which at the time of its receipt: 1.2.1 Is generally available in the public domain, or thereafter becomes available to the public through no act of the receiving party; or Was independently known prior to receipt thereof, or made available to such receiving party as a matter of lawful right by a third party. 1.3 The above obligations for Confidential Information shall be in effect for a period of [five (a)] years from the termination of the agreement Modified version of Article 6 - Publications 6.1 Sponsor recognizes that under University policy, the results of University Project must be publishable and agrees that Researchers engaged in Project shall be permitted to present at symposia, national, or regional professional meetings and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of Project, provided, however, that Sponsor shall have been furnished copies of any proposed publication or
presentation at least ~ ~ months in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party. Sponsor shall have ~ ~ months, after receipt of said copies, to object to such proposed prcscatation or proposed publication either because there is patentable subject matter which needs protection and/or there is Confidential Information of Sponsor contained in the proposed publication or Presentation. In the event that Sponsor makes such objection, the parties shall negotiate an acceptable version, and the said Researchers shall refrain from making such publication or presentation for a maximum of months from date of receipt of such objection in order for University to file patent applications with the United States Patent and Trademark Office and/or foreign patent officers) directed to the patentable subject matter contained in the proposed publication or presentation. 13 : i Appendix Article 2- Miscellaneous 2.1 The parties recognize that inventions, copyrightable works, or other proprietary information may arise from research sponsored in whole or in part by agencies of the federal government. The parties hereto agree that any such developments shall be governed by the provisions of Public Law 96-517, or as amended, during the term of this Agreement. When third party funding is involved, i.e., federal support, University will take appropriate action to assure that Sponsor has its rights under Article 8. Optional Alternative Clause for Article 7 - Intellectual Property 7.1 Univcrsity hereby agrees--to the degree that it can under university mandated policy--to assign to Sponsor at its request, the sole and exclusive ownership of any inventions, whether patentable or not, made in the performance of the research contemplated by this agreement and to execute such instruments prepared by Sponsor as is deemed necessary to vest the aforesaid sole and exclusive ownership. University agrees to cooperate In such assignment of patents for a period of [_ ~ following the request of Sponsor. Optional Additional Clause for Article 11 - Insurance 11.3 Sponsor shall indemnify, defend, and hold harmless Univcrsity against any and all claims, costs, or liabilities, including attorneys' fees and court costs at both trial and appellate levels, for any loss, damage, injury, or loss of life, other than that attributable in whole or part to University's fault or negligence, caused by the actions of Sponsor or its officers, servants, agents, or of any third party acting on behalf of or under authorization from Sponsor in the performance of this Agreement, or for losses arising out of use by Sponsor or any third party acting on behalf of or under authorization from Sponsor of products developed or made as a result of information or materials received from Univcrsity. Article 11.3 shall apply with the proviso that (a) University promptly notifies Sponsor in writing after Univcrsity receives notice of any claim, (b) Sponsor is given the opportunity, at its option, to participate and associate with University in control, defense, and trial of any claim and any related settlement negotiations, provided, however, that with respect to any claim, or portion thereof, from which Sponsor agrees at the initiation of such claim to save and hold University harmless, Sponsor shall have the sole control of the defense, trial, and any related settlement negotiations, and (c) University fully cooperates with Sponsor in the defense of any such claim.
