Common use of PROPRIETARY AND CONFIDENTIAL MATERIAL Clause in Contracts

PROPRIETARY AND CONFIDENTIAL MATERIAL. “Proprietary and confidential material,” for the purposes of this agreement, shall mean certain proprietary and confidential material and information that the V/VS is provided, during the term of this agreement, by ODU, its affiliates, employees, agents, faculty, students or by others in connection to research being performed at the University or by its affiliates. a. V/VS agrees to use all reasonable diligence to prevent disclosure of such proprietary and confidential material to any third party, unless so authorized in writing by ODU. V/VS shall not, directly or through others, allow such proprietary and confidential material to be disclosed, copyrighted, published, incorporated into any patent application or used for any purpose other than that explicitly allowed in writing by ODU. b. V/VS’s confidentiality obligations under this agreement shall be limited to a period of Five (5) years from the date of receipt of the proprietary and confidential material. V/VS shall not have any obligation of confidentiality with respect to any proprietary and confidential material that: i. Was already in V/VS 's possession on a non-confidential basis prior to receipt from ODU and can be so documented; or ii. Is in the public domain, by public use, general knowledge or the like, or after disclosure hereunder, becomes general or public knowledge through no fault of V/VS ; or iii. Is properly obtained by V/VS from a third party not under a confidentiality obligation to ODU; iv. Is explicitly approved for release by written authorization of ODU; or v. Is independently developed or discovered, without any use of ODU’s proprietary and confidential material; or vi. Is required by law or court order to be disclosed.

PROPRIETARY AND CONFIDENTIAL MATERIAL. “Proprietary and confidential material,” for the purposes of this agreement, shall mean certain proprietary and confidential material and information that the V/VS is provided, during the term of this agreement, by ODUUMass, its affiliates, trustees, officer, employees, agents, faculty, students or by others in connection to research being performed at the University UMass or by its affiliates, including without limitation any trade secrets and unpublished know-how. a. V/VS agrees to use all reasonable diligence to prevent disclosure of such proprietary and confidential material to any third party, unless so authorized in writing by ODUUMass. V/VS shall not, directly or through others, allow such proprietary and confidential material to be reproduced, disclosed, copyrighted, published, incorporated into any patent application or used for any purpose other than that explicitly allowed in writing by ODUUMass. b. V/VS’s confidentiality obligations under this agreement shall be limited to a period of Five five (5) years from the date of receipt of the proprietary and confidential material. V/VS shall not have any obligation of confidentiality with respect to any proprietary and confidential material that: i. Was already in V/VS 's possession on a non-confidential basis prior to receipt from ODU UMass and can be so documented; or ii. Is in the public domain, by public use, general knowledge or the like, or after disclosure hereunder, becomes general or public knowledge through no fault of V/VS ; or iii. Is properly obtained by V/VS from a third party not under a confidentiality obligation to ODUUMass; iv. Is explicitly approved for release by written authorization of ODUUMass; or v. Is independently developed or discovered, without any use of ODU’s UMass’ proprietary and confidential material; or vi. Is required by law or court order to be disclosed.

PROPRIETARY AND CONFIDENTIAL MATERIAL. “Proprietary and confidential material,” for the purposes of this agreement, shall mean certain proprietary and confidential material and information that the V/VS is provided, during the term of this agreement, by ODUUMass, its affiliates, trustees, officer, employees, agents, faculty, students or by others in connection to research being performed at the University UMass or by its affiliates, including without limitation any trade secrets and unpublished know-how. a. V/VS agrees to use all reasonable diligence to prevent disclosure of such proprietary and confidential material to any third party, unless so authorized in writing by ODUUMass. V/VS shall not, directly or through others, allow such proprietary and confidential material to be reproduced, disclosed, copyrighted, published, incorporated into any patent application or used for any purpose other than that explicitly allowed in writing by ODUXXxxx. b. V/VS’s confidentiality obligations under this agreement shall be limited to a period of Five five (5) years from the date of receipt of the proprietary and confidential material. V/VS shall not have any obligation of confidentiality with respect to any proprietary and confidential material that: i. Was already in V/VS 's possession on a non-confidential basis prior to receipt from ODU UMass and can be so documented; or ii. Is in the public domain, by public use, general knowledge or the like, or after disclosure hereunder, becomes general or public knowledge through no fault of V/VS ; or iii. Is properly obtained by V/VS from a third party not under a confidentiality obligation to ODUUMass; iv. Is explicitly approved for release by written authorization of ODUUMass; or v. Is independently developed or discovered, without any use of ODU’s UMass’ proprietary and confidential material; or vi. Is required by law or court order to be disclosed.