(University Disclosing)

(hereinafter "COMPANY") proprietary and confidential information, including, but not limited to information, know-how and data, technical or non-technical, and specifications relating to ____________________________________________________________ (hereinafter the "INFORMATION").

AGREEMENT

Therefore, ULM and COMPANY (hereinafter together "PARTIES") agree as follows:

1. COMPANY agrees not to divulge the INFORMATION to any third party or parties, or use the INFORMATION for any purposes other than its evaluation and determination of the appropriateness of a product embodied by the INFORMATION. COMPANY further agrees to limit disclosure to only those of its officers and employees as COMPANY considers necessary to complete the above obligation, and shall make such disclosures only after such officers and employees have undertaken to comply with the obligations of COMPANY under this Agreement. COMPANY shall take all appropriate and reasonable steps to prevent the unauthorized disclosure of the INFORMATION as provided herein. _________________________________________(name, title) an employee of COMPANY, will keep a record of the persons to whom the INFORMATION is divulged and will supply that list to ULM at its request.
2. Nothing in the foregoing shall be construed to prevent COMPANY from disclosing or using any INFORMATION which COMPANY can show by written documentation:

a. Was in COMPANY's possession or control prior to the date of disclosure; or

b. Was in the public domain or enters into the public domain through no improper act on COMPANY's part or on the part of any of COMPANY's employees; or

c. Is rightfully given to COMPANY from sources independent of ULM.

d. Was independently developed by COMPANY without ULM's proprietary and confidential INFORMATION, including, but not limited to, INFORMATION disclosed to COMPANY pursuant to this Agreement.

e. Is approved in writing by ULM for release.

If INFORMATION is known by COMPANY, it will bring this to the attention of ULM and the pertinent INFORMATION will be removed from the jurisdiction of this agreement.

3. Written confidential INFORMATION provided to COMPANY will be clearly marked with the legend, "University of Louisiana at Monroe Confidential", or with another appropriate proprietary legend.
4. If disclosed orally, ULM shall be responsible for clearly informing COMPANY of the confidentiality of the INFORMATION at the time that it is disclosed. In the event of oral disclosure, ULM will document in a letter to COMPANY the confidential nature of the subject discussed along with the dates and circumstances of the disclosure. COMPANY will acknowledge receipt and agreement with each such documentation letter or will notify ULM of the need for revision of the documentation letter.
5. Information not marked or designated as being confidential by ULM is excluded from the definition of INFORMATION above and is not covered by provisions of this agreement.
6. It is understood and agreed that any and all proprietary rights, including, but not limited to, patent rights, trademarks and proprietary rights, in and to the INFORMATION disclosed to COMPANY shall be and remain in ULM and COMPANY shall have no right, title or interest in and to any of the INFORMATION. In addition, nothing in this Agreement shall be construed as granting an option or a license to COMPANY.
7. The INFORMATION will be disclosed to COMPANY with the express understanding that neither COMPANY nor ULM will be obligated to enter into any further discussions or agreement relating to the INFORMATION.
8. COMPANY will promptly evaluate the INFORMATION and advise ULM of the results of its evaluation and whether or not it is interested in entering into further discussions with ULM relative thereto. In the event COMPANY does not advise ULM that it is interested in entering into further discussions within sixty-days (60) after the date of this Agreement, COMPANY will be deemed to have no interest in the INFORMATION.
9. In the event that COMPANY expresses an interest in entering into discussions of a possible agreement with the ULM with respect to the INFORMATION, ULM and COMPANY agree to discuss reasonable terms for entering into an agreement enabling COMPANY to obtain rights to INFORMATION, subject to other commitments that the ULM may have at that time.
10. In the event that COMPANY elects not to enter into further discussions for an agreement with ULM with respect to the INFORMATION, COMPANY shall promptly return all written disclosures of INFORMATION, or confirm to ULM, in writing, the destruction of such materials.
11. It is understood that the INFORMATION is given to COMPANY on a non-exclusive basis and that ULM remains free to deal with others at any time at its own option.
12. Within fifteen (15) days following receipt of a written request from ULM, COMPANY agrees to return to ULM all documentation, copies, notes, diagrams, or other materials containing any portion of the INFORMATION, or to confirm to ULM, in writing, the destruction of such materials.
13. The validity, construction, and performance of this Agreement are governed by the laws of the State of Louisiana.
14. The rights and obligations of the PARTIES under this Agreement may not be sold, assigned, or otherwise transferred.
15. This Agreement embodies the entire understanding of between the PARTIES and any prior or contemporaneous representations, either oral or written, are hereby superseded. No amendments or changes to this Agreement shall be effective unless made in writing and signed by authorized representatives of the PARTIES.
16. ULM makes no representation with respect to and does not warrant any INFORMATION provided under this agreement, but shall furnish such in good faith. Without restricting the generality of the foregoing, ULM does not make any representations or warranties, whether written or oral, statutory, express or implied with respect to the INFORMATION which may be provided hereunder, including without limitation, any warranty of merchantability or of fitness for a particular purpose. ULM shall not be liable for any special, incidental or consequential damages of any nature whatsoever resulting from receipt or use of the INFORMATION by the COMPANY.
17. The term of this agreement shall be for ________ commencing with the date of the last affixed signature date below but may be terminated earlier by either party upon presentation of a written notice to the other Party. Notwithstanding termination of this agreement, COMPANY’s responsibly for maintaining confidential protection of INFORMATION will survive as long as the INFORMATION is proprietary to ULM.

IN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be executed by their respective duly authorized representatives.