SAMPLE - NOT INTENDED FOR SIGNATURE

MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (“Agreement”) is entered into as of the date of the last signature below

(“Effective Date”) between the University of Washington, an institution of higher education and an agency of the State of

Washington, having its principal campus located in Seattle, Washington (“UW”), and [COMPANY NAME], a [for-

profit/nonprofit corporation organized under the laws of the State of [ XXXX_____] -OR- [a governmental agency

of/in the State of [_____XXXX_______] having [its principal place of business] -OR- [a place of business] located in

WHEREAS, the disclosure of Confidential Information will be carried out under the direction and supervision of

Dr. [UW INVESTIGATOR NAME], a faculty member in the UW’s Department of [UW DEPT./UNIT NAME] (“UW

Investigator”);

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties

hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following definitions apply: “Confidential Information” means

nonpublic information in written, graphic, electronic, oral or other tangible form (including without limitation data,

i. make no unauthorized disclosure of Confidential Information;

ii. make no use other than an Authorized Use of the Confidential Information;

iii. take reasonable measures to prevent any unauthorized disclosure or use of Confidential Information;

iv. limit access to Confidential Information to its affiliates, employees, and agents having a need to know in

connection with the purposes of this Agreement;

v. use reasonable efforts to ensure that anyone receiving or having access to Confidential Information understands

its confidential nature and agrees not to make any unauthorized disclosure or use thereof; and

vi. employ no less than the same measures to protect Confidential Information that it uses to protect its own valuable

information.

iii. is subsequently lawfully disclosed to the Receiving Party by a third party;

iv. is independently developed by the Receiving Party, as documented by written evidence;

v. is approved for release, in writing, by the Disclosing Party; or

vi. is disclosed as required by applicable law (including, with respect to the UW, pursuant to the Washington State

Public Records Act, RCW Chapter 42.56)

4. Identification of Confidential Information. The Disclosing Party will take reasonable measures to mark and

identify all Confidential Information as confidential. Confidential Information disclosed in oral form will be identified as

5. Retention of Rights. As between the parties, all Confidential Information belonging to the Disclosing Party at the

time of disclosure will remain the property of the Disclosing Party. This agreement will not be construed to effect any

transfer of a right or license to the Disclosing Party’s intellectual property except to the limited extent necessary for the

Authorized Use.

6. Term and Termination; Termination of Obligation. This Agreement will begin on the Effective Date and end one

(1) year after the Effective Date. Either party may terminate this Agreement upon ten (10) business days’ written notice

to the other party. Unless otherwise mutually agreed to in writing, the obligations regarding nondisclosure, protection and

nonuse of Confidential Information set forth in this Agreement will, in any event, end five (5) years after disclosure of

8. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and enforced according to the

laws of the State of Washington and the United States.

University of Washington [Company Name]

Office of Sponsored Programs - Authorized Signature

By: __________________________________ By:

Print Name: Print Name:

Title: Title:

Date: Date:

Date: Date: