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Harvard:          President and Fellows of Harvard College, a Massachusetts charitable and educational corporation.


Vendor:           The undersigned vendor and its affiliates.


Data:               Technical, financial, or other information, material, or data, whether  written, oral or in any other form, electronic or otherwise, including any materials, strategies, , data, designs, proprietary information, business and marketing plans, and financial and operational information.



Data:               Means  (a) all Data that is disclosed by or on behalf of Harvard to Vendor, whether or not stamped or designated “confidential,” and includes (i) all other non-public information, material, or data relating to the current or future business and operations of Harvard, and (ii) any information, material or data provided by third party vendors of Harvard; and (b) any analyses, studies, designs, or other documentation prepared by Vendor based on the Confidential Data disclosed by Harvard.  Confidential Data excludes Public Data.


Public Data:    Any information or data that (a) is known to Vendor prior to disclosure thereof by Harvard; (b) is published or becomes available to others, without restriction and without breach of this Agreement by Vendor; (c) becomes available to Vendor after the same information or data that was given in confidence by Harvard becomes available to Vendor from others having no obligation to hold such information or data in confidence; or (d) if such data or information is developed by Vendor independently of any disclosure of such information or data by Harvard.




For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Harvard and Vendor hereby agree as follows:


            1.         Disclosure.  Harvard intends to engage Vendor to perform services for Harvard (the ARelationship@).  In connection therewith, Harvard may elect to disclose to Vendor Confidential Data.


            2.         Non-Disclosure Obligation.  Unless otherwise agreed to in writing by Harvard, Vendor (a) will not to disclose the Confidential Data; (b) will use the same degree of care and diligence to protect such Confidential Data from disclosure to others as such party employs or should reasonably employ to so protect its own information of like importance (but in no event less than reasonable care); and (c) will not reproduce or copy the Confidential Data, in whole or in part, except as necessary for the evaluation or conduct of the Relationship.  Vendor may disclose the Confidential Data to such of Vendor=s employees, consultants, and agents (collectively AVendor Representatives@) that Vendor reasonably and in good faith believes should be involved in the evaluation or performance of the Relationship, provided such Vendor Representatives are informed of this Agreement and that each such person agrees in writing to be bound by the terms hereof, and Vendor uses diligent efforts to cause the Vendor Representatives to observe the terms of this Agreement.  Vendor agrees that a breach of this Agreement by any of the Vendor Representatives shall constitute a breach by Vendor.  If Vendor is required by applicable law, rule, regulation, or lawful order or ruling of any court, government agency, or regulatory commission to disclose any Confidential Data, Vendor will provide Harvard with prompt notice of such request(s) to enable Harvard to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Data.


            3.         No Additional Rights.   If any of the Confidential Data becomes embodied in work performed by Vendor, such work shall be deemed a work for hire and Vendor hereby assigns to Harvard all rights therein, including all copyrights and claims of copyright.  If the Relationship between the parties is terminated, Vendor shall, upon written request of Harvard, either return to Harvard all Confidential Data, including all copies thereof, disclosed hereunder or provide Harvard with a written officer=s certificate that the requesting Confidential Data has been destroyed.  Vendor=s obligations under this Agreement respecting the Confidential Data shall survive termination of this Agreement.


            4.         Injunctive Relief.  Each party acknowledges that Harvard (and, if applicable, its third-party vendors) own all rights, title, and interest in the Confidential Data.  The parties acknowledge that unauthorized disclosure of the Confidential Data will cause irreparable harm to Harvard.  As a result of the unique nature of the Confidential Data, in addition to all other remedies available, Harvard shall be entitled to seek injunctive and other extraordinary relief in a court of competent jurisdiction in order to enforce Vendor=s obligations hereunder.






______________________________                        PRESIDENT AND FELLOWS

            (VENDOR’s NAME)                                     OF HARVARD COLLEGE



By: ___________________________                       By: __________________________

Name: _________________________                       Name: ________________________