SIMON FRASER UNIVERSITY

University/Industry Liaison Office

Telephone: (604) 291-4292 Facsimile (604) 291-3477

 

NON-DISCLOSURE AGREEMENT

This AGREEMENT effective and entered into as of the _________ day of ___________ , 199 ____.

BETWEEN:

SIMON FRASER UNIVERSITY

a Corporation duly continued under the University Act of British Columbia, having an office at Burnaby, British Columbia, Canada V5A 1S6 ("SFU");

AND:

(COMPANY NAME) (Herein after referred to as "RECIPIENT") a company having an office at: _______________________________________________.

 

WHEREAS:

A. RECIPIENT has requested SFU to disclose to the RECIPIENT information concerning a certain subject which is the confidential and proprietary property of SFU (all of which is more particularly set out in Schedule "A").

B. SFU wishes to ensure that the RECIPIENT shall maintain the confidentiality of all such information so disclosed at all times or as hereinafter provided.

NOW THEREFORE in consideration of SFU disclosing such information to the RECIPIENT the parties hereby undertake, covenant and agree as follows:

1. The parties hereto recognize that the information to be disclosed upon execution of this Agreement will contain and incorporate information containing confidential and proprietary intellectual property in which SFU has an interest. RECIPIENT hereby agrees to maintain as confidential and agrees not to use any part or the whole of such information disclosed by SFU of information which RECIPIENT has gained from such disclosure until or unless such information becomes public knowledge through no fault of RECIPIENT or until or unless the RECIPIENT becomes a party to a formal binding agreement with SFU in which there are specific provisions as to disclosure and confidentiality as therein contained. In the event that RECIPIENT does not execute such an agreement or in any case, at the end of the evaluation of the subject or upon demand by SFU, RECIPIENT undertakes to return all confidential information forthwith to SFU and to furnish SFU with a certificate signed by one of its officers, certifying that no copies have been made or retained.

2. RECIPIENT shall, before any permitted disclosures are made, obtain from those of its employees or officers and directors to whom any confidential information is to be disclosed or who may in any way obtain access to any confidential information, the required undertakings to ensure that the terms of this Agreement are abided by.

3. In the event that RECIPIENT wishes to disclose confidential information to any party other than RECIPIENT's employees, RECIPIENT shall first seek SFU's approval of such party and thereafter obtain from that party a duly binding agreement on terms at least as binding upon that party as the RECIPIENT is bound to SFU hereunder which terms will be agreed with SFU.

4. For the purposes of this Agreement the word RECIPIENT shall be deemed to include RECIPIENT and any of its employees to whom any confidential information is to be disclosed.

5. The RECIPIENT hereby acknowledges that SFU would be irreparably damaged in the event that any of the terms of this Agreement are violated and that such terms shall be enforceable through issuance of an injunction restraining the unauthorized copying, duplication, use or disclosure of any confidential or proprietary information furnished to or acquired by the RECIPIENT or any of its employees, agents or representatives, or through any other equitable remedies which shall be cumulative with and not exclusive of any other remedy available to SFU.

6. The law of the Province of British Columbia, Canada shall govern in respect to the constructions, validity and performance of this Agreement.

 

IN WITNESS THEREOF duly authorized officers of the Parties hereto have executed duplicate copies of this Agreement as of the day and year first written above.

SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF

SIMON FRASER UNIVERSITY by: THE RECIPIENT by:

___________________________ ____________________________

Director (COMPANY NAME/SIGNATORY)

University/Industry Liaison Office

Date: Date:

 

SIMON FRASER UNIVERSITY

University/Industry Liaison Office

 

SCHEDULE A

Full Description of Subject