Management Guide to Intellectual Property for State Departments of Transportation (2015)

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130 A P P E N D I X F Private Industry: Non-Disclosure Agreement (NDA) from Applied Research Associates (ARA) Non-Disclosure Agreement — Proprietary Information This Non-Disclosure Agreement (the “Agreement”) is made as of <mm/dd/yyyy> (“Effective Date”) and entered into by and between Applied Research Associates, Inc., a New Mexico Corporation having a place of business at 4300 San Mateo Blvd. NE, Suite A-220, Albuquerque, New Mexico 87110 (“ARA”), and <enter company>, a <enter state> corporation, having a place of business at <enter address> (“Company”). Under this Agreement, ARA and Company (the “Parties”) plan to engage in discussions and exchange information among and between themselves, including discussions and disclosures of information considered by the disclosing party to be proprietary and/or confidential (the Information), for the purpose of <enter purpose>. Accordingly, the Parties desire to protect the confidentiality of any Information (as further de“ined below) disclosed or exchanged pursuant to this Agreement. 1. The Information is de“ined as knowledge, facts or material concerning techniques, processes, inventions, research and development, cost data and other information deemed by the disclosing party to be confidential or proprietary, in written form, marked with an appropriate legend indicating its con“idential and/or proprietary nature and delivered by one party to another or, if “irst disclosed orally with notice of its con“idential/proprietary character, such information that is subsequently con“irmed in writing with an appropriate legend within 20 days of the oral disclosure. 2. Each party agrees not to use the other’s Information for any purpose other than for the performance of this Agreement. Any other use of such Information by the recipient shall be made only upon receipt of the prior written consent from an authorized representative of the disclosing party. 3. Recipients agree to protect the Information of the other Parties, restricting disclosure only to those individuals in their organizations and their attorneys requiring the Information for the purposes expressly authorized by this Agreement, and who have “irst been made aware of and agree to the terms of this Agreement. 4. Recipients agree to use and protect the Information by exercising the same degree of care normally used to protect their own proprietary/con“idential information, but no less than a reasonable degree of care.

Private Industry: Non-Disclosure Agreement (NDA) from Applied Research Associates (ARA) 131 d. Information disclosed or used by the recipient with the prior written consent of the other party, provided the disclosure complies in all respects with the terms of the consent; e. Information independently developed by the recipient, without the aid or inclusion of Information provided by the other Parties, as demonstrated by written records; or f. Information disclosed by recipient pursuant to a judgment of a court of competent jurisdiction, but only to the extent of such judgment and provided prompt written notice is given to the other party. 6. Each party shall designate, in writing, an individual within its organization as the point of contact responsible for control of the Information disclosed under this Agreement. The points of contact are as follows: Party POC Name Email Address ARA <ARA name> <Email> <Address> Company <Company name> <Email> <Address> 7. The effective date for the protection of the Information provided hereunder is the date that the Agreement becomes fully executed. Unless extended by mutual agreement of the parties, this Agreement shall expire three (3) years from the date of full execution of this Agreement. Any Information disclosed by the parties as a result of this Agreement will be protected for three (3) years from the end of the Agreement. 8. The Parties hereby acknowledge receipt of notice that some or all of the Information, including data, or other material provided or exchanged pursuant to this Agreement, may be technical data within the meaning of the International TrafŠic in Arms (ITAR) regulations, 22 CFR sections 120 – 130, or the Export Administration Regulations (EAR), 15 CFR sections 768 - 799. Accordingly, the Parties shall not disclose, provide or export such Information to any foreign person or entity, whether within the U.S. or abroad, without obtaining appropriate export authorization in advance. The Parties acknowledge their awareness that intentional violation of such export requirements may constitute a crime. 5. The above restrictions on use and disclosure of the Information shall not apply with respect to Information that falls in to one of the following categories: a. Information that, at the time of receipt, was in the public domain; b. Information already known to the recipient without restriction on further disclosure as evidenced by its written records; c. Information rightfully obtained by recipient from a third party under circumstances permitting its disclosure without restrictions; 9. Information disclosed under this Agreement shall be and remain the property of the disclosing party and no ownership rights are conveyed or received through this Agreement. Upon termination or expiration of this Agreement, each party will, within a reasonable period of time thereafter, return all Information received to the other parties or destroy such Information and certify such destruction in writing. The substance of the Information shall remain proprietary after the return or destruction of such Information.

132 Management Guide to Intellectual Property for State Departments of Transportation entitled, in addition to any other right or remedy, to seek equitable relief without the necessity of proving actual damages or posting a bond or other security. 13. Any dispute arising under this Agreement shall be brought in and decided by a court of competent jurisdiction in the State of New Mexico. 14. This Agreement represents the entire agreement between and among the Parties relating to the Information. 15. No party may assign or transfer its rights or obligations under this Agreement to a third party. 16. If any provision of this Agreement is found to be invalid or unenforceable in whole or in part, the Parties agree the remaining provisions of this Agreement shall remain valid and enforceable to the maximum extent compatible with existing law. In witness whereof, the Parties hereto have caused this Non-Disclosure Agreement to be executed by each of their duly authorized representatives. Applied Research Associates, Inc. Company By: By: Name: Name: Title: Title: Date: Date: 10. It is agreed that no license under any patent, copyright or trade secret of any party hereto is granted by this Agreement. 11. Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply any promise or intention to enter into a partnership, agency or joint venture between the Parties, or to make or purchase products or services by any party. 12. It is agreed that breach of this Agreement would cause immediate and irreparable harm to the disclosing party and that, in the event of such breach, the non-breaching disclosing party shall be