MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this
“Agreement”) is entered into and made effective as of the later of the two signature dates below by
and between (NAME OF COMPANY) (“XYZ” (ADDRESS OF COMPANY), and Tennessee
Technological University, with its principal office at One William L. Jones Dr., Derryberry Hall
305, Cookeville, TN 38505 (“TTU”).
WHEREAS, in connection with certain business discussions between XYZ and TTU, XYZ and
TTU may disclose and reveal to each other, either orally, in writing or otherwise, certain materials, trade
secrets, proprietary information and other confidential information relating directly or indirectly to their
respective products and businesses.
NOW, THEREFORE, in consideration of the disclosure of Confidential Information (as defined
below) by each party, the covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of all of which is hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. Disclosure of Confidential Information.
(a) For purposes of this Agreement, “Confidential Information” means any and all information
(including, without limitation, all business, financial, commercial and technical information and data), in
whatever form transmitted, whether tangible or intangible, that is disclosed, furnished or otherwise
provided or made available by the disclosing party to the receiving party prior to or after the date of this
Agreement. “Confidential Information” includes, without limitation, design documents, trade secrets, files,
marketing and business plans, documentation, reports, projections, interpretations, forecasts, records
(including information regarding the disclosing party’s businesses, customers, strategies, operations,
finances, technology, data, processes, methodologies, know-how, existing or future products, services,
applications and methods of operation (including how such methods are developed, conducted or
operated)) and all other information, whether in written, oral, encoded, electronic or other tangible or
intangible form, and whether or not labeled, marked or otherwise identified as “Confidential” upon
disclosure thereof, relating to the disclosing party’s products and businesses, and any other information that
would, if disclosed to any actual or potential competitors of the disclosing party, give or increase those
competitors’ advantage over the disclosing party or directly or indirectly harm the disclosing party’s
business.
(b) Any trade secrets will be entitled to all of the protections and benefits of applicable trade
secret laws and any other applicable laws. For avoidance of doubt, the parties acknowledge and agree that,
in the event a court of competent jurisdiction determines that information the disclosing party deems to be a
trade secret is not a trade secret under applicable law, such information will nevertheless be deemed to be
Confidential Information for purposes hereof, provided such information falls within the description set
forth in Section 1(a).
(c) Notwithstanding the foregoing, “Confidential Information” shall not mean information
that, as demonstrated by the receiving party, is (i) in the public domain prior to the date of this Agreement
through no wrongful act of the receiving party or its agents or employees, (ii) independently developed by
the receiving party without any use of, or reference to, Confidential Information, (iii) rightfully furnished to
the receiving party by any third party without violation or breach of any confidentiality restriction, or (iv)
authorized in writing for release by the disclosing party.