Patent Practice And Procedure Confidentiality Nondisclosure Agreement

NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT 1

Parties.

This Agreement is entered into by: 5

______________________________________ ("Student")

who is a Student at the University of Dayton, School of Law, and taking PATENT PRACTICE AND PROCEDURE referred to herein as "the Class" or "the Course"), in the Spring Semester of 2009, 10 and Sam S. Han, Ph.D., J.D. ("Professor") 15who is a professor at the University of Dayton, School of Law, 300 College Park Avenue, Dayton, OH 45469-2772. Student and the Professor are individually referred to herein as Party, and collectively referred to herein as Parties. 20

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Term.

This Agreement shall be effective as of the date of the last signature to this Agreement, and shall remain in effect until the Agreement is terminated in accordance with the terms 25recited herein. 3

Definition: Confidential Information.

Confidential Information shall mean all information relating to projects provided by the 30Professor, which the Professor has indicated, either in writing or orally, as being confidential, proprietary, and/or sensitive. By way of example, and not as a limitation, Confidential Information shall include all documents and information relating to the Student's projects for the Course. 35

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Treatment of Confidential Information.

The Student shall hold in confidence all Confidential Information received from the Professor. The Student shall likewise hold in confidence all technical, business, and legal 40information derived from the Confidential Information obtained from the Professor. Page 1 of 4

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NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

Notwithstanding the confidentiality provision above, the Student shall be permitted to share Confidential Information disclosed under this Agreement with other Students in the Course without obtaining written consent from the Professor but Student represents and 45warrants that the sharing shall occur only upon the same terms and conditions as are set forth in this Agreement. Student agrees to employ reasonable measures to maintain the confidentiality of any Confidential Information disclosed under this Agreement. 50

Notwithstanding the foregoing, Confidential Information shall not include information:

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(a)

in the public domain at the time of disclosure, or is subsequently made available to the general public without restriction by the Professor;

(b)

known to the Student at the time of disclosure without restrictions on its use or independently developed by the Student without the breach of this Agreement, and there is adequate documentation to demonstrate either condition;

(c)

disclosed without restriction to the Student from a source, other than the Professor, who is not under any obligation of confidentiality with respect to such information; and

(d)

that is required to be disclosed, to the extent required by applicable laws, governmental regulations, or proper legal or governmental authority; provided however that the Student provides prior written notice of such disclosure to the Professor and the Professor takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

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Student agrees that it shall not publish or make public in any form any Confidential Information or any information derived in connection with this Agreement without first obtaining written approval from the Professor.

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Ownership of Documents.

The Parties agree that all drawings, field notes, specifications, software, and any other documents and materials, whether written, audio, or video (collectively, "Documents"), provided by the Professor shall be the property of the Professor. 80

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NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

The Student shall have the right to maintain one (1) copy of the Documents for archival purposes only. 6

Notices.

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Any written notice to the Professor, as required under this Agreement, shall be sent by certified mail, registered mail, or other verifiable method to: Sam S. Han, Ph.D., J.D. The University of Dayton School of Law 300 College Park Avenue Dayton, OH 45469-2772

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95Alternatively, such written notice may be sent by email to both: Prof. Sam S. Han <[email protected]> and Prof. Sam S. Han <[email protected]> 100 7

Independent Contractor.

Each Party shall be an independent contractor, and not the agent or employee, of the other Party. One Party shall have no authority to make any statements, representations, or 105commitments of any kind, or to take any action, which shall be binding upon the other Party. 8

Assignment.

110The Parties shall not assign this Agreement in whole or in part without the prior written approval of the other Party, which approval may be withheld for any reason. 9

Severability.

115If any provision or portion of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, that provision or portion of this Agreement shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect.

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NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT 12010

Waiver.

No waiver by a Party of a right or default under this Agreement shall be effective unless in writing. No such waiver shall be deemed a waiver of any subsequent right or default of a similar nature or otherwise. 125 11 Headings. The headings in this Agreement are for ease of reference only and shall not be used to construe or interpret the provisions of this Agreement. 130

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Entire Agreement.

This Agreement, including any designated Exhibits and Addenda, constitutes the entire agreement between the Parties, and supersedes all prior negotiations, representations, or 135agreements, either oral or written, related to the subject matter of this Agreement. [SIGNATURES TO FOLLOW] 13 Signatures.

____________________________ Signature STUDENT

____________________________ Date

____________________________ Signature Sam S. Han, Ph.D., J.D. The University of Dayton School of Law 23 September 2008 ____________________________ Date

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