NON-DISCLOSURE
AGREEMENT
_______________,
20______
Definitions
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.
Confidential
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.
AGREEMENT
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:
________________________