JOINT RESEARCH AGREEMENT ASSIGNMENT AND NON-DISCLOSURE AGREEMENT JOINT RESEARCH AGREEMENT
Exhibit
10.4
JOINT
RESEARCH AGREEMENT ASSIGNMENT
AND
NON-DISCLOSURE AGREEMENT
This
Joint Research Agreement ("JRA")
is
effective as of May 25, 2005 by and between Nanolution,
LLC
("Nanolution")
and
NaturalNano
Inc.
("NaturalNano")
(also
referred to herein as "the Parties").
The
parties have agreed to conduct and support joint research in the field of drug
delivery utilizing naturally occurring halloysite nanotechnologies ("the
Project"). This JRA covers the exchange of ideas and information as well as
the
performance of experimental, developmental, and/or research work ("the Work")
performed under the Project, and the ownership of confidential or proprietary
information, including any intellectual property.
The
term
of the Project shall be from May 25, 2005 and shall continue at least until
the
desired drug delivery technology has been proven commercially viable, or until
mutually terminated by both parties.
The
Work
performed as a result of the Project shall be subject to this JRA regardless
of
where the Work is performed or by whom. In addition, all intellectual property,
including but not limited to inventions, conceptions, ideas, know-how,
discoveries, processes, machines, manufactures,
compositions of matter, formulations, processes, biological material, biological
methods, or any improvements thereof, whether or not patentable or suitable
for
other form of exclusive right or legal protection, conceived, made or derived
during the course of Work within the Project under this JRA shall be owned
by
and assigned to the Parties as follows:
| · |
All
medical uses and inventions that arise out of this JRA shall be owned
by
Nanolution.
|
| · |
All
purification processes for raw halloysite and all non-medical applications
that arise out of this JRA shall be owned by NaturalNano.
|
| For: NANOLUTION, LLC | For: NATURALNANO INC. | ||
| /s/ Xxxx Xxxxxxxxx | /s/ Xxxxxxx X. Xxxxxxxxxx | ||
|
|
|
||
| Name:
Xxxx
Xxxxxxxxx Title: President |
Name:
Xxxxxxx
Xxxxxxxxxx Title: President |
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NON-DISCLOSURE
AGREEMENT
The
Parties acknowledge that each owns certain CONFIDENTIAL INFORMATION, as defined
herein, which might relate to the inventions, conceptions, ideas, know-how,
discoveries, processes, machines, manufactures, compositions of matter,
formulations, processes, biological material, biological methods, or any
improvements thereof, whether or not patentable or suitable for other form
of
exclusive right or legal protection, conceived, made or derived during the
course of Work within the Project under this JRA; and
The
Parties are willing to disclose to each other such necessary CONFIDENTIAL
INFORMATION provided each Party preserves the confidential nature of the other
Party's INFORMATION and uses it solely for purposes of this Agreement.
The
Parties agree as follows:
1.
"CONFIDENTIAL INFORMATION" as used in this Agreement means all technical or
business information disclosed by one of the Parties to another pursuant to
the
JRA that is identified at the time of disclosure or within thirty (30) days
thereafter as being confidential and proprietary. No information will be
regarded as CONFIDENTIAL INFORMATION if the Party to which it is disclosed
can
show by competent proof that such information
(a)
was
at the time of disclosure, or subsequently became, through no fault of the
receiving Party, known to the general public through publication or otherwise;
or
(b)
was,
subsequent to disclosure to a Party, lawfully and independently received by
that
Party from a third party who had the right to disclose it without restriction.
Specific
aspects or details of CONFIDENTIAL INFORMATION shall not be deemed to be within
the public domain or in the possession of a Party merely because the
CONFIDENTIAL INFORMATION is embraced by general disclosures in the public domain
or in the possession of a Party. In addition, any combination of CONFIDENTIAL
INFORMATION shall not be considered in the public domain or in the possession
of
a Party merely because individual elements thereof are in the public domain
or
in the possession of that Party unless the combination and its principles are
in
the public domain or in the possession of that Party.
2.
Any
Party, at its discretion, may disclose to another Party any CONFIDENTIAL
INFORMATION that the disclosing Party, in its reasonable judgment, believes
is
sufficient to enable the receiving Party to arrive at conceptions, ideas,
innovations, discoveries, inventions, compositions,
biological material, biological methods, whether or not patentable or
susceptible to any other form of legal protection, during performance Under
the
XXX. Any Party may also cause such
disclosures to be made to the other Party on behalf of the disclosing Party
by
third parties who are Under obligations of confidentiality to the disclosing
Party; such disclosures from third parties shall be deemed to be disclosures
by
the disclosing Party.
-3-
3.
In
consideration of each and every disclosure of CONFIDENTIAL INFORMATION, the
Parties agree to:
(a)
treat
as confidential and to preserve the confidentiality of all CONFIDENTIAL
INFORMATION;
(b)
use
any and all CONFIDENTIAL INFORMATION solely in connection with the performance
of the XXX and for no other purpose;
(c)
make
no disclosures of any CONFIDENTIAL INFORMATION to any party other than officers
and employees of a Party to this XXX;
(d)
limit
access to CONFIDENTIAL INFORMATION to those officers and employees having a
reasonable need for such INFORMATION and being boUnd by a written obligation
to
maintain the confidentiality of such INFORMATION; and
(e)
maintain in confidence any information regarding the nature or scope of any
transaction between the Parties, except to the extent such information must
be
disclosed pursuant to law, and then only after notifying the other Party of
such
requirement.
Any
obligation imposed by this paragraph 3 may be waived in writing by a Party
as to
particular CONFIDENTIAL INFORMATION and to a particular use or disclosure.
Any
such waiver will have a one-time effect and will not apply to any subsequent
situation regardless of its similarity.
4.
All
CONFIDENTIAL INFORMATION will remain the property of the disclosing Party and,
upon request of the disclosing Party, the receiving Party shall promptly return
to the disclosing Party all CONFIDENTIAL INFORMATION, or any part or
reproduction thereof.
5.
The
obligations of each and every Party, and each employee and officer of each
Party
Under this Agreement will expire five (5) years from the termination of the
JRA.
6.
This
Agreement is subject to the laws (excluding conflicts rules) of the State of
New
York.
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7.
The
terms and provisions of this Agreement will inure to the benefit of the Parties,
their respective successors and assigns and will be binding on said successors
and assigns. This paragraph notwithstanding, neither Party may disclose any
CONFIDENTIAL INFORMATION to any successor or assign absent prior written consent
of the disclosing Party.
8.
The
Parties understand and agree that no right or license under any patent, patent
application, or know-how is granted to any other Party or any other person
by
this Agreement or by any disclosure of any CONFIDENTIAL INFORMATION.
· IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above.
| NANOLUTION, LLC | NATURALNANO INC. | ||
| /s/ Xxxx Xxxxxxxxx | /s/ Xxxxxxx X. Xxxxxxxxxx | ||
|
|
|
||
| Name:
Xxxx
Xxxxxxxxx Title: President |
Name:
Xxxxxxx
Xxxxxxxxxx Title: President |
