UNIVERSITY CALIFORNIA REGENTS 1 - Laserfiche WebLink

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. _." , " N-2004-108 MUTUAL NONDISCLOSURE AGREEMENT FOR EXCHANGE OF INFORMATION WITH LAWRENCE LIVERMORE NATIONAL LABORATORY This Agreement, effective on the date the last party signs, is made by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, located at 20 Civic Center Plaza (M-30), Santa Ana, CA 92702, and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, located at 1111 Franklin Street, Oakland, CA 94607 ("THE REGENTS"), under its Contract No. W-7405-ENG-48 with the U.S. DEPARTMENT OF ENERGY ("DOE"), as operators of the LAWRENCE LIVERMORE NATIONAL LABORATORY, located at 7000 East Avenue, Livermore, CA 94550 ("LLNL"). WHEREAS, THE REGENTS, as operators of LLNL, and the City of Santa Ana (hereinafter individually referred to as the "PARTY" or collectively as the "PARTIES") wish to exchange certain confidential, OFFICIAL USE ONLY and proprietary information relating to the Regional Technology Integration (RTI) Initiative ("PROPRIETARY INFORMATION"), this Agreement will govern the conditions of mutual disclosure of PROPRIETARY INFORMATION by the PARTIES. The PARTIES hereby agree: (1) To perform all terms of this Agreement and to maintain the PROPRIETARY INFORMATION in confidence, giving it the same degree of care, but no less than a reasonable degree of care, as the receiving PARTY exercises with its own proprietary information to prevent its unauthorized disclosure. (2) To exchange and use the PROPRIETARY INFORMATION solely for the purpose of evaluation, testing, and development of potential collaborations, joint ventures, and/or license of the technology. (3) That neither PARTY, without the prior written consent of the other, will disclose any portion of the PROPRIETARY INFORMATION to others except to their employees, agents, consultants, subcontractors or Government personnel having a need to know in order to accomplish the sole purpose stated above, and who are bound by a like obligation of confidentiality under this Agreement. (4) That neither PARTY will have any obligation, nor will the DOE, assume any liability with respect to any portion of the PROPRIETARY INFORMATION that: (a) the receiving PARTIES can demonstrate by written record was previously known to them; (b) is, or becomes, available to the public through no fault of the PARTIES; (c) is lawfully obtained by the PARTIES from a third party and is not subject to an obligation of confidentiality owed to the third party; or (d) is independently developed by or for the PARTIES independent of any disclosure hereunder. (5) That PROPRIETARY INFORMATION disclosed by the PARTIES will be in writing and clearly marked "PROPRIETARY INFORMATION" or its equivalent. If such PROPRIETARY INFORMATION is initially disclosed orally or by demonstration, it will be identified as PROPRIETARY INFORMATION or its equivalent at the time of disclosure. The disclosing PARTY will, within thirty (30) days thereafter: (a) reduce such PROPRIETARY INFORMATION to writing or other tangible form, referencing the date and type of PROPRIETARY INFORMATION disclosed, and mark it as PROPRIETARY INFORMATION or its equivalent; and (b) deliver a copy to the receiving PARTY. All protections and restrictions as to use and disclosure will apply during such thirty (30) day period. (6) That all rights and title to the PROPRIETARY INFORMATION disclosed under this Agreement will remain the property of disclosing PARTY unless otherwise agreed to in writing by the PARTIES. (7) That PROPRIETARY INFORMATION provided by any disclosing PARTY to any receiving PARTY shall be returned to the disclosing PARTY within five (5) days of written request for such return by the disclosing PARTY.