Confidential Information

Confidential Information shall mean proprietary and confidential information of the Provider which is related to the Materials and is provided to University and indicated as confidential or proprietary at the time of disclosure or in the case of oral disclosures, indicated in writing within thirty (30) days of disclosure.

Confidential Information shall not include information which:

·         Was in University's possession prior to receipt from Provider.

·         Was in the public domain at the time of receipt from Provider.

·         Becomes part of the public domain through no fault of University.

·         Was lawfully received by University from a third party having a right to disclose it to University.

·         Is subsequently and independently developed by University employees who had no knowledge of the Confidential information disclosed.

·         Is required by law to be disclosed.

University agrees that Confidential Information shall be used solely for the research with the Materials and that the Confidential Information will not be disclosed to anyone except those employees of University working under the direct supervision of the Recipient Scientist who have a need to know for the purposes of the research utilizing the Materials and who are bound by the terms of this agreement as an employee of University.

University obligations with respect to Confidential Information as set forth in this Paragraph shall remain in effect for a period of five (5) years following the Effective Date of this Agreement.