Consulting Agreement (Page 3 of 7) in pdf

CONSULTANT also agree that UR policies and CONSULTANT's

obligations to UR shall control and be given priority in the event a

conflict arises between such policies and obligations and

CONSULTANT’S performance of Services under this Agreement.

Nothing in this Agreement shall in any way restrict CONSULTANT’s

ability to conduct academic research and other academic activities

at, through, or on behalf of UR during or at any time after the term

of this Agreement so long as such activities do not breach the

terms of this Agreement.

c. CONSULTANT shall not use the facilities, equipment, materials,

funds, or resources owned or administered by UR, or located on

any of the premises thereof; or engage or employ students, post-

doctoral fellows or similar researchers, or any other employee of

UR, to provide services under this Agreement.

CONSULTANT

shall not disclose under this Agreement: (a) information that is

proprietary to UR and not generally available to the public other

than through formal institutional transactions; or (b) unpublished

results of, or data from, research or clinical activity conducted at,

by, or on behalf of UR.

d. With the limited exception of citing CONSULTANT's faculty title

(subject to the conditions outlined below), COMPANY and its

affiliates will not use the names, likenesses, or logos of UR in any

of their fund-raising or investment documents, publications,

websites, advertisements, press releases, or marketing and

promotional materials.

5. Confidential Information

a. CONSULTANT may disclose to COMPANY any information that

CONSULTANT would normally freely disclose to other members of

the scientific community at large; however, CONSULTANT shall not

disclose to COMPANY information that is proprietary to UR and is

not generally available to the public.

b. With respect to any technical or business information of the

COMPANY of a proprietary or confidential nature which is marked

otherwise

identified

writing

confidential,

which

CONSULTANT may obtain from COMPANY in the performance of

the Services hereunder or which is developed by CONSULTANT as

a direct result of CONSULTANT's Services hereunder (all of such

technical and business information being referred to hereinafter as

"Company Information"), it is understood that unless disclosure or

use of Company Information is specifically permitted by the

Consulting Agreement Page 3

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