CONFIDENTIALITY AND NONDISCLOSURE AGREEMENTThis Confidentiality and Nondisclosure Agreement (the Agreement) is entered into by and between_______, a business with a principal place of business in ____ (hereinafter referred to as irst !arty) and_____, with an office in Newar", #elaware (hereinafter referred to as $econd !arty)%irst !arty and $econd !arty may be collecti&ely referred to as the !arties or indi&idually as a !arty%This Agreement shall be effecti&e as of the date of the last'e(ecuted signature below (the )ffecti&e #ate)%*+),)A$, the !arties mutually desire to enter fran" and open discussions with respect to a potential and mutually beneficial business relationship-*+),)A$, each !arty may e(change through correspondence and during discussions Confidential .nformation and materials-*+),)A$, the !arties, for their mutual benefit and in contemplation of the foregoing, may e(change Confidential .nformation (as defined below) during the term of their relationship- and*+),)A$, the !arties wish to define their respecti&e rights and obligations with respect to such Confidential .nformation%NOW, THEREFORE, in consideration of the mutual co&enants herein, intending to be legally bound, the !arties agree as follows/(0) This Agreement is between First Party and Second Party, AND NOT WITH THE UNIVERSITY OF DELAWARE.THE UNIVERSITY OF DELAWARE INURS NO LIA!ILITY ASSOIATED WITH THIS A"REE#ENT.(1) The term Confidential .nformation means information which is of a non'public, proprietary or confidential nature to the disclosing !arty, its subsidiaries or affiliates, or to any third parties to whom the disclosing !arty owes a duty of confidentiality, including, but not limited to, all reports and analyses, technical and economic data, studies, forecasts, trade secrets, research or business strategies, in&entions, financial or contractual information, or other written or oral information regarding the disclosing !arty and its affiliates%Confidential .nformation may be in any form whatsoe&er, including, but not limited to, writings, computer programs, logic diagrams, component specifications, drawings or other media%All such information disclosed by either !arty to the other, whether orally, in writing, by inspection or otherwise, shall be deemed to be Confidential .nformation of the disclosing !arty unless otherwise e(pressly agreed in writing by the !arty disclosing such information, pro&ided that such information is mar"ed as confidential or bears a similar legend or is information that the recei&ing !arty "nows, or reasonably should ha&e "nown, is the Confidential .nformation of the disclosing !arty%.f Confidential .nformation is con&eyed orally, the disclosing !arty shall identify that it is Confidential .nformation at the time of disclosure and shall confirm the same in writing no later than thirty (23) days after the information has been con&eyed%.n the e&ent Confidential .nformation is inad&ertently disclosed without the appropriate legend, the disclosing !arty shall so notify the recei&ing !arty immediately upon disco&ery of the disclosure and shall further re'supply the disclosed information mar"ed with the appropriate legend, upon which the recei&ing !arty shall return all copies thereof that were supplied without the legend%The !arties shall cooperate to protect the confidentiality of Confidential .nformation originally disclosed without a legend to the e(tent possible% Confidential .nformation shall also include the fact that the !arties are discussing the !urpose and the status of any negotiations related to such !urpose%4ni&ersity of #elaware ,esearch 5ffice ,e&ised April 1302 (2) This Agreement shall go&ern all communications of Confidential .nformation between the !artiesthat are made for purposes of ______ (!urpose)%(6) Confidential .nformation shall not include any information which/(a) becomes public information or is generally a&ailable to the public other than by an unauthori7ed act or omission of the recei&ing !arty-(b) is recei&ed by the recei&ing !arty from third parties who are in rightful possession of such information and ha&e the legal right to ma"e such a disclosure-(c) the recei&ing !arty and affiliates of the recei&ing !arty can show by written records was in its8their possession prior to the time of the disclosure hereunder and that such information was ac9uired legally and not directly or indirectly from the other !arty- or(d) is independently disco&ered or de&eloped by the recei&ing !arty without the use of the other !arty:s Confidential .nformation, as can be documented by written records% The burden of pro&ing the applicability of any of these e(ceptions to Confidential .nformation resides with the recei&ing !arty%Confidential .nformation shall not be deemed to fall within the e(ceptions of subparts (a) to (d) abo&e merely because it is included in a document which also includes information that does fall within such e(ceptions%Notwithstanding the abo&e, the recei&ing !arty may disclose the disclosing !arty:s Confidential .nformation, without &iolating the obligations of this Agreement, to the e(tent such disclosure is re9uired by a &alid order of a court or other go&ernmental body ha&ing ;urisdiction, pro&ided that the recei&ing !arty gi&es the disclosing !arty reasonable prior written notice of such disclosure and ma"es a reasonable effort to obtain, or to assist the disclosing !arty in obtaining, a protecti&e order pre&enting or limiting the disclosure and8or re9uiring that the Confidential .nformation so disclosed be used only for thepurposes for which the law or regulation re9uired, or for which the order was issued%() The disclosing !arty ma"es no representation or warranty of any sort, e(press or implied, with respect to the accuracy, completeness, condition, suitability, or performance of the Confidential .nformation and the disclosing !arty shall ha&e no liability whatsoe&er to the recei&ing !arty resulting from the use of the Confidential .nformation%(?) This Agreement will terminate three (2) years from the )ffecti&e #ate, or may be terminated by either !arty upon thirty (23) days@ written notice%$uch termination or any other termination of this Agreement for any reason by either !arty shall not relie&e the !arties of any obligation with respect to information disclosed hereunder prior to termination%4ni&ersity of #elaware ,esearch 5ffice ,e&ised April 1302 (A) The obligations contained in this Agreement shall sur&i&e termination of this Agreement and continue in full force and effect with respect to any particular item of Confidential .nformation for a period of fi&e (