Confidentiality and Other Terms
- As used in this Policy, the term “Confidential Information” means any technical or business information furnished, disclosed or shown by you to the IF related to your Invention Disclosure and specifically designated as confidential. Such Confidential Information may include, without limitation, patents and patent applications, trade secrets, know how, inventions, technical data or specifications, testing and/or production methods, business or financial information, research and development activities, product and marketing plans, and supplier information.
- The IF agrees to keep treat any Confidential Information disclosed by you for a period of five (5) years following its receipt. The IF may disclose or permit the disclosure of any Confidential Information (as hereinafter defined) to its directors, officers, employees, consultants, and advisors, including its parent or affiliate, on a “need-to-know” basis who first agree to be bound by the terms of this Agreement and who are obliged to maintain the Confidential Information for the purposes of this Agreement.
- The IF agrees to use all Confidential Information solely for the purposes of evaluating, protecting, or advancing the commercial potential of the invention you disclose to us through the Invention Disclosure Form (the “Purpose”). The IF will not, without express prior written permission from you, directly or indirectly, use any of the Confidential Information for any purpose not associated with the Purpose. The IF will not disclose, publish, communicate, or reveal such Confidential Information to any third party, person, or corporation or the employees thereof without your express prior written permission from and only after such other third party, person, or corporation executes a confidentiality agreement consistent with the Purpose and the terms and conditions of this Policy. However, once a license has been executed between you and IF, the IF would have the right to promote your invention and your Company, provided no Confidential Information is disclosed without first ensuring that a confidentiality agreement is in place with the parties to whom that information would be disclosed.
- The IF will allow its directors, officers, employees, consultants, and advisors to reproduce the Confidential Information only consistent with the Purpose, with all such reproductions, summations or descriptions of the Confidential Information also being considered Confidential Information.
- The confidentiality obligations of the IF set forth above shall not apply to the extent the Confidential Information:
- was in the public domain prior to the time of its disclosure to the IF;
- subsequently enters the public domain after the time of its disclosure to the IF through means other than an unauthorized disclosure resulting from an act or omission by the IF;
- is independently developed or discovered by the IF prior to and without use of the Confidential Information;
- is or was disclosed to the IF at any time, whether prior to or after the time of its disclosure under this Agreement, by a third party without breach of a duty to the you; or
- is required to be disclosed to comply with applicable governmental laws or regulations, or with a court or administrative order, provided that you receive prior written notice of such disclosure and that the IF provides you with an opportunity to take all reasonable and lawful actions to obtain confidential treatment requested for such disclosure and, if possible, to minimize the extent of such disclosure.
- The IF acknowledges that you (or any third party entrusting its own confidential information to you) claim ownership of the Confidential Information disclosed by you and all patent, copyright, trademark, trade secret, and other intellectual property rights in, or arising from, such Confidential Information.
- Within thirty (30) days from your written request to do so, the IF shall destroy or return to you all originals, copies, and summaries of documents, material, and other tangible manifestations of Confidential Information in the possession or control of the IF, together with written confirmation that the IF has destroyed or returned all such Confidential Information.
- You agree to indemnify, defend and hold the IF and its respective affiliates, trustees, officers, employees, students, and agents (the “Indemnified Parties”) harmless against all claims and expenses, including legal expenses and reasonable attorney’s fees, arising out of your misrepresentation of any facts related to your invention or for any other grossly negligent or willful misconduct arising from the effort to commercialize your invention; provided, however, that you shall not be liable for, and have no obligation to defend or indemnify or hold harmless the Indemnified Parties for claims or expenses arising from their own gross negligence or intentional wrongdoing.
- All aspects of this Policy shall be governed by and construed in accordance with the laws of the State of Ohio without regard to any provisions regarding the conflict of laws. In any action brought to enforce or interpret the rights or obligations relating to this Policy, the prevailing party in such action shall be entitled to an award of its reasonable attorneys’ fees and costs, including pre-suit and appellate attorneys’ fees and costs, from the non-prevailing party.
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