Confidential Disclosure Agreement (Page 4 of 5) in pdf

13)

Assignment. This Agreement shall not be assigned by either party hereto without the prior written

consent of the other party hereto, which consent may be withheld in either party’s sole discretion, and any

purported assignment without such consent shall be void; provided, however, either party hereto may

without such consent assign this Agreement in connection with the sale or transfer of all or substantially

all of its business or in connection with a merger or other consolidation with another entity.

14)

Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable by a

court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall

in no way be affected or impaired thereby.

15)

Entire Agreement; Amendments; Waiver. This Agreement contains the entire understanding between

the parties hereto with respect to the subject matter contained herein and supersedes all prior written or

oral communications, negotiations, understandings or agreements of any kind with respect to such subject

matter.

No amendment or modification of this Agreement shall be effective except by a written

instrument referring to this Agreement and signed by authorized representatives of both parties. Failure

by either party to enforce any rights under this Agreement shall not be construed as a waiver of such

rights nor operate as a waiver in other instances.

16)

Governing Law; Headings. This Agreement shall be governed by and construed in accordance with the

laws of the State __[where University is located]__without regard to the conflicts of laws applicable in

such jurisdiction. The headings in this Agreement are for convenience of reference only and shall not

affect its interpretation.

17)

Counterparts. This Agreement and any amendment hereto may be executed in counterparts and all of

such counterparts taken together shall be deemed to constitute one and the same instrument. This

Agreement and any amendment hereto may be executed in counterparts and all of such counterparts taken

together shall be deemed to constitute one and the same instrument and may be executed by facsimile or

electronically (including PDF). The parties agree that facsimile or PDF copies of signatures have the

same effect as original signatures

18)

Remedies for Breach. Both parties hereto agree that should this Agreement be breached, money

damages may be inadequate to remedy any such breach. As a result, the non-breaching party shall be

entitled to seek, and a court of competent jurisdiction may grant, specific performance and injunctive or

other equitable relief as a remedy for any breach of this Agreement. Such remedy shall be in addition to

all other remedies, including money damages, available to a non-breaching party at law or in equity.

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Confidential Disclosure Agreement Page 4