Attachment 6_Sample NonDisclosureStatement.pdf

Princeton University-PPPL NDA – domestic partner v.6/2018

Princeton University Office of Technology Licensing Princeton University Princeton, New Jersey 08544 Phone: (609) 258-1570

FAX: (609) 258-1584

NONDISCLOSURE AGREEMENT

In order to protect confidential information that may be exchanged between the Princeton University, as manager and operator of the Princeton Plasma Physics Laboratory (PPPL) under the Department of Energy contract number DE-AC02-09-CH11466, and having a place of business at 87 Prospect Avenue, Princeton University, Princeton, New Jersey 08544 (“PRINCETON”), and ______________________________ (“Company”), having a place of business at _________________________, the parties to this Agreement hereby agree as follows:

1. The proprietary or confidential information (“Information”) to be disclosed under this Agreement is described as: _________________________.

2. Purpose: A party receiving confidential information under this Agreement ("Recipient") will use the Information from the disclosing party (“Discloser”) only for the purpose of:

3. Disclosure Period: This Agreement controls only Information that is disclosed from the dates:

the date last signed below through ___________, 20__ <approx. 1 year>.

4. Term: A Recipient's duty to protect the Information under this Agreement expires three (3) years from the receipt of Information or on the date above, whichever is later.

5. The parties acknowledge and agree that as manager and operator of PPPL under contract with the U.S. Government, Princeton may disclose Information to the U.S. Government, which is subject to the statutory provisions against disclosure of confidential information set forth in the Trade Secrets Act (18 U.S.C. 1905).

6. Recipient will protect the disclosed Information by using reasonable care to prevent the unauthorized use, dissemination or publication of the Information. Unless otherwise expressly permitted herein, Recipient will not disclose Information to any third party and will limit disclosure to those of its employees or agents with a need to know.

7. A Recipient will have a duty to protect only that Information that is (a) disclosed by the Discloser in writing and is marked as “confidential” at the time of disclosure, or that is (b) disclosed by the Discloser in any other manner, is identified as confidential at the time of disclosure and is also summarized and designated as confidential in a writing delivered to Recipient within fifteen

(15) days of the disclosure.

8. Proprietary Information: All Proprietary Information which is conveyed between the parties shall be so identified and marked by the disclosing party at the time it is conveyed to the receiving party, which marking shall include the following legend:

LIMITED RIGHTS LEGEND

This Proprietary Information, furnished under a Nondisclosure Agreement between Princeton Plasma Physics Laboratory and Company, may be reproduced and used only as is necessary to enable the receiving party to conduct an evaluation involving such data, and may not be disclosed to anyone other than employees of the receiving party conducting such evaluation without the prior written permission of the disclosing party.

9. This Agreement imposes no obligation upon a Recipient with respect to Information that (a) was in the Recipient's possession before the receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by the Recipient; or (f) is available to the public under operation of law.

10. Recipient may decline to receive any information that he or she does not wish to receive from Discloser.

11. Neither party acquires any intellectual property rights under this Agreement except the limited right to the use set out in paragraph 3 above. Disclosure of Information shall not constitute or imply any representation, warranty, assurance, or guaranty by the Discloser to the Recipient with respect to intellectual property rights pertaining to the Information, ownership, merchantability or fitness for a particular purpose.

12. Information disclosed hereunder by the Discloser shall remain the property of the Discloser and all documents, papers, samples and other tangible goods and property, which contain or reflect the Information shall be destroyed or returned to the Discloser upon request.

13. The parties do not intend that any agency or partnership relationship be created between them by this Agreement.

14. Governing Law: Notwithstanding any conflicts of law provisions, this Agreement shall be governed by federal law and to the extent there is no federal law on point, the Agreement shall be governed by the laws of the state of New Jersey, USA.

15. Compliance with Export Regulation and Similar Restrictions: The parties acknowledge that information covered by this Agreement may be subject to United States export control laws and regulations. Each party agrees to comply with such laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. If Discloser intends to provide export controlled items or information in connection with the provision of Confidential Information, Discloser agrees to provide the applicable Export Control Classification Number(s) (ECCN) to the extent the export controlled items or information are subject to the EAR, and/or the specific U.S. Munitions List (USML) Category information to the extent the export controlled items or information are subject to the ITAR, so that Recipient may take proper measures to comply with applicable export laws and regulations.

16. This Agreement shall constitute the entire understanding of the parties hereto with respect to the Information, which may be disclosed. No modification, amendment or waiver may be accomplished to the terms of this Agreement without the written consent of both parties.

17. These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to

(1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling. For purposes of this Agreement, employees shall mean employees of Princeton as well as employees of Company. This Agreement does not prohibit or restrict such employees from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

Company Name:_________________ Princeton University

By:____________________________ By:__________________________ (Signature)

Name:_________________________ Name: John F. Ritter (Please print)

Title:__________________________ Title: Director (Please print)

Dated:_________________________ Dated:________________________