Exhibit 10.2
CONFIDENTIAL DISCLOSURE AGREEMENT
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This agreement (the "Agreement") is made effective on this date, ____________,
by and between Phage Therapeutics, Inc., 19017 - 000xx Xxxxxx XX, Xxxxx 000,
Xxxxxx, XX 00000 ("PhageTx") and ____________________ ("Recipient") (the
"Parties") for establishing the conditions under which PhageTx shall disclose
certain proprietary and confidential information ("Information") to Recipient.
WHEREAS, PhageTx has entered into an Advisory Agreement with Recipient,
whereby Recipient will provide certain _________________ work, and
WHEREAS, Recipient is desirous of obtaining certain proprietary and
confidential Information from PhageTx, including, but not limited to, data,
know-how, inventions, discoveries, products, product designs, product
development plans, corporate strategic plans, or other business or financial
plans and information, in any form, whether written, oral, digital or otherwise,
in order to perform the said scientific work,
THEREFORE, in consideration of these stated mutual understandings by
PhageTx and Recipient, the Parties agree that:
(1) Recipient shall keep as confidential all proprietary and confidential
Information, including knowledge of PhageTx's projects, project and
product plans, genomic and oligonucleotide, sequences, general
activities and any other proprietary and confidential Information not
publicly disclosed, as may be related to PhageTx's business or
technical activities which may be acquired as a result of disclosures
by PhageTx's personnel or otherwise.
(2) Recipient shall not disclose PhageTx proprietary and confidential
Information to any third party without written authorization by PhageTx
except as permitted herein.
(3) Recipient's dissemination of PhageTx proprietary and confidential
Information shall be limited to those colleagues, employees,
subcontractors or other professional associates whose duties justify a
need to know, and then only on basis of clear understanding that these
employees and professional associates are also under written obligation
to maintain the proprietary and confidential status or any such
Information so received and disseminated.
(4) Recipient shall hold such proprietary and confidential Information in
confidence and shall not disclose such proprietary and confidential
Information in any manner, or cause same to be published without
PhageTx's prior written consent.
(5) Recipient shall not use or allow to be used outside of the planned uses
for the purpose of this Agreement any proprietary and confidential
Information or any biological materials provided to Recipient by
PhageTx under this Agreement.
(6) The obligations of confidence and non-use shall not apply to:
a) Information disclosed to Recipient by PhageTx which, at the time
of disclosure to Recipient, is published or already known
publicly or is otherwise in the public domain;
b) Information which, after it is disclosed to Recipient by PhageTx,
is published or becomes part of the public domain through no
fault of Recipient;
c) Information disclosed to Recipient by PhageTx which was known to
Recipient prior to the time of disclosure, as evidenced by
Recipient's prior written records;
d) Information which has been or hereafter is disclosed to Recipient
in good faith by a third party not under any obligation of
confidence or secrecy to PhageTx at the time of disclosure to
Recipient; and
e) Information which is developed independently by Recipient without
reference to PhageTx's proprietary and confidential Information.
7) Title to all proprietary and confidential Information, including and
new proprietary and confidential Information that is expected to result
from the scientific work contemplated herein, plus any biological
materials and property provided to Recipient by PhageTx shall remain
exclusively with PhageTx. No intellectual property rights are granted,
by implications or otherwise, by this Agreement, and the disclosure of
proprietary and confidential Information shall not result in any
obligations to grant any rights or licenses. Upon request at any time,
Recipient shall immediately account for and return to PhageTx all
proprietary and confidential information, materials and property
requested.
8) The obligation of confidentiality under this Agreement shall terminate
five (5) years after the effective date of this Agreement.
9) Recipient agrees not to originate any publicity, news release or other
public announcement written or oral, whether to the public press or
otherwise, relating to PhageTx, without PhageTx's prior written
consent.
10) This Agreement shall be governed by the laws of the State of
Washington, and constitutes the complete and exclusive Agreement
between the Parties.
Phage Therapeutics, Inc.: Recipient
By: /s/ Xxxxxxx X. Honour, PhD /s/ By: ______________________
Xxxxxxx X. Honour Typed Recipients Name
Date: _________ Date: ______________
