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by webmaster last modified 2015-04-13 08:58

This Agreement is made by and between the Regents of the University of Michigan ("UNIVERSITY"), and the registrant of this form ("COMPANY").

WHEREAS the UNIVERSITY for the Center for Intelligent Maintenance Systems Center (“IMS”) wishes to share with the COMPANY, and the COMPANY wishes to receive from the UNIVERSITY, certain confidential information pertaining to the research and operations of the Center for IMS for the sole purpose of considering membership in the IMS, and providing for protection of that information.

THEREFORE, the COMPANY, intending to be legally bound, understands that the University intends to disclose information relating to the business of IMS to the COMPANY on the following terms and conditions:

  1. Following the full execution of this Agreement, IMS may disclose to COMPANY certain confidential or proprietary information relating to research, development, manufacturing and marketing (“Confidential Information”). Such Confidential Information may include, but is not necessarily limited to, business concepts, trade secrets, market analysis, technology, processes, data, materials, and patent applications or other applications, except any portion thereof which:
    1. at the time of disclosure is in the public domain;
    2. after disclosure becomes part of the public domain, except by breach of this Agreement;
    3. was in the possession of the recipient at the time of disclosure and was not acquired, directly or indirectly, under an obligation of confidentiality, as established by competent written evidence;
    4. was received by recipient from a third party who is not, directly or indirectly, under an obligation for confidentiality to the University with respect to such information;
    5. s required by a judicial or administrative agency of competent jurisdiction to be disclosed, after maximum practicable notice by the COMPANY to the University; or,
    6. was developed by or for the COMPANY independent of disclosure hereunder as evidence by COMPANY’s written records.
  2. The COMPANY may refuse the receipt of any Confidential Information from IMS, prior to its disclosure.
  3. The COMPANY agrees not to use the Confidential Information for any purpose other than that described above.
  4. The COMPANY agrees to limit distribution of and access to Confidential Information only to employees, officers, and directors within the COMPANY’s immediate organization who are bound by confidentiality requirements no less stringent than those contained within this agreement, but only to those individuals who have a legitimate “need to know” for the above described evaluation purpose. COMPANY shall take all reasonable steps to ensure that such individuals, whether during or after their association with the COMPANY, shall maintain the confidentiality of the Confidential Information.
  5. This Agreement shall be effective for one (1) year following the date of full execution of this Agreement, unless extended by written agreement signed by the parties. Upon thirty (30) days written notice to the other party, either party may terminate this Agreement. All obligations regarding the care, nondisclosure and non-use of the Confidential Information received during the term of this Agreement shall survive the expiration or termination of this Agreement for a period of three (3) years therefrom.
  6. Nothing herein shall be deemed to constitute by implication or otherwise the license or grant to the COMPANY by the University, except as anticipated for the purpose of this Agreement, of any intellectual property right to or interest in the Confidential Information and/or any information, technology and/or products materially derived or developed therefrom, notwithstanding the exceptions set forth in Paragraph 1 herein. The COMPANY shall not use, develop, disclose to any third party, and/or commercialize any of the foregoing without the University’s written consent. No agency or partnership relationship is created by this Agreement; no warranties, right to use or fitness for any purpose or of any other kind are made by the University; and it is understood that neither party has any obligation to enter into any further agreements with the other related to any business or any other matter.
  7. Nothing in this Agreement shall be deemed, by implication or otherwise, to convey to the COMPANY any rights under any patents, patents application, copyrights, trademarks, trade secrets, inventions or any other intellectual property in which the University has rights or interests, nor shall this Agreement be deemed a commitment of any kind by either Party to enter in to an future agreement with the other.
  8. The COMPANY shall exercise due care—not less than the care accorded its own valuable confidential information—to prevent the unauthorized disclosure of the Confidential Information received hereunder, or its use for any purpose other than as described herein.
  9. The University represents that it has the right to make the disclosures contemplated under this Agreement; that it will not disclose to the other any confidential information belonging to any third party; and that the terms of this Agreement are not inconsistent with other contractual and/or other legal obligations it may have, or with the policies of any institution with which it is associated.
  10. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan, United States of America without regard to principles of conflict of laws, and this original English language version of the Agreement shall be controlling in all respects.
  11. No course of conduct or dealing between the parties shall act as a modification or waiver of any provision of this Agreement, unless such modification or waivers are contained in writing and signed by duly authorized representative of each party
  12. This Agreement constitutes the entire understanding of the parties with respect to the matters contained herein; superseding all prior oral or written understandings or communications between the parties, and it may be modified only by written agreement signed by the parties. There are no representations, warranties, promises, or undertakings other than those contained herein.

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