Confidentiality and Non-Disclosure Agreement38.pdf

ADDITIONAL AGREEMENTS

1. CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into as of by and between (Supplier) and The State University of New York at Buffalo and any and all Affiliates (“The University”).

WHEREAS, The University has or will provide confidential and proprietary information concerning The University.

NOW, THEREFORE, the parties hereby agree as follows:

1) Definitions.

a. “Affiliate” shall mean, with respect to each of the parties, any subsidiary or other entity which is, directly, indirectly, wholly, or partially owned by such party, and (i) in which such party has an equity or other ownership interest, or (ii) in which such party is a member if the subsidiary or other entity is a not-for-profit corporation or other non-stock member organization, or (iii) the business or affairs of which such party has the ability, by contract or otherwise, to direct or control.

b. “Confidential Information” shall mean all oral and written information or machine readable information accessible to Supplier through the course of work with The University or provided by The University to Supplier or by Supplier, provided however, that Confidential Information shall not include any information which:

i. is at the time of disclosure, or thereafter becomes known by or generally available to the public (other than as a result of a disclosure directly or indirectly by Supplier);

ii. is at the time of disclosure, already in the possession of or known to Supplier;

iii. was obtained by Supplier, either prior or subsequent to disclosure by The University from a third party not under any obligation of confidentiality to The University.

c. “Representative” shall mean, with respect to any party to this Agreement, its employees, officers, directors, trustees, agents, consultants, and advisors.

2) Confidentiality and Non-Disclosure. Supplier has or will use the Confidential Information solely for the purpose of performing his/her various services for The University and for no other purpose and shall not use the Confidential Information in any manner that is to the competitive disadvantage of, or otherwise adverse or detrimental to, The University.

Supplier shall not disclose any Confidential Information to any person that does not have a legitimate need to know. It is agreed by each of the parties that the Representatives of such party will be informed by such party and agree to be bound by the terms of this Agreement and to not disclose the Confidential Information to any third party without a legitimate need to know. Each party to this Agreement agrees to be responsible for any breach of this Agreement by its Representatives.

3) Return of Confidential Information. Upon The University’s written request, and at its expense, Supplier shall promptly return to The University the Confidential Information and will use his/her best efforts to cause all copies and summaries or synopses thereof to be returned or destroyed. Such destruction shall be confirmed in writing by The University.

4) Duty to Inform. Supplier will immediately notify The University in writing of any and all contacts from persons outside The University requesting any Confidential Information.

5) Equitable and Other Relief. Supplier agrees that The University shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement. Such equitable relief is in addition to all other remedies available to The University at law or in equity. Supplier further understands that in addition to the other remedies available to The University, that any violation of this Agreement will subject Supplier to sanction, up to and including termination of business with the Supplier.

6) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

7) Term. This Agreement shall be effective from the first day of Supplier services to The University and shall continue after the termination of his/her services to The University.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date stated below.

The State University of New York at Buffalo

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