Confidential Disclosure Agreement printable pdf download

CONFIDENTIAL DISCLOSURE AGREEMENT

THIS CONFIDENTIAL DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into

as of the date of last signature below (the “Effective Date”), by and between ____________________

(“University”) and GlaxoSmithKline LLC, a Delaware limited liability company having offices at Five Moore

Drive, Research Triangle Park, NC 27709 (“GSK”).

Definitions.

a) “Affiliate” means any corporation or non-corporate entity which controls, is controlled by or is under

common control with a party. A corporation or non-corporate entity, as applicable, will be regarded as in

control of another corporation if it owns or directly or indirectly controls at least fifty percent (50%) of

the voting stock of the other corporation or (i) in the absence of the ownership of at least fifty percent

(50%) of the voting stock of a corporation or (ii) in the case of a non-corporate entity, if it possesses,

directly or indirectly, the power to direct or cause the direction of the management and policies of such

corporation or non-corporate entity, as applicable.

b) “Confidential Information” means any and all information that is disclosed on or after the Effective

Date whether orally or in written, electronic or other tangible form by a party hereunder, or any of its

Affiliates (the “Disclosing Party”) to the other party hereunder, or any of its Affiliates (the “Receiving

Party”), and:

(i)

With respect to the Confidential Information disclosed by GSK, such information shall relate to

certain GSK research and development activities, programs, and competition initiatives sponsored by

GSK's Discovery Partnership with Academia group (Discovery Fast Track Competition); and

(ii)

With respect to the Confidential Information disclosed by University, such information shall

relate to certain University research activities, programs and proposals involving the University’s

submission to GSK’s Discovery Fast Track Competition, more specifically, (General topic of submission

to be provided prior to finalizing this Agreement).

Purpose of Disclosure. The Confidential Information is being disclosed by each party for the purposes

of discussion and evaluation relating to the parties’ interest in entering into a potential business

relationship (hereinafter, the “Purpose”).

Maintenance of Confidentiality; Nonuse Obligations.

a) The Disclosing Party’s Confidential Information shall be kept confidential by Receiving Party and, except

as otherwise permitted herein, shall not be disclosed by the Receiving Party to any third party without

first obtaining the Disclosing Party’s prior written consent to such disclosure. The Receiving Party shall

protect the Confidential Information of the Disclosing Party in the same manner it protects its own

confidential information of a similar nature, which shall be at least a reasonable standard of care. The

Receiving Party may disclose the Disclosing Party’s Confidential Information only to the Receiving

Party’s officers, employees, consultants or agents and/or officers, employees, consultants or agents of its

Confidential Disclosure Agreement