This Click-Through Confidentiality Agreement (the "Agreement") is made and entered into by you ("Signatory") in connection with the Freedom from Cancer Startup Challenge (the "Challenge") hosted by participating institutes of the National Institutes of Health and The Center for Advancing Innovation, Inc. (together the "Challenge Hosts"). By clicking "I AGREE" below, you as Signatory acknowledge that you have read and accepted the terms and conditions of this Agreement and that any agents, consultants, service providers, collaborators or third parties that are working with you have also read and accepted the terms and conditions of this Agreement. The Agreement is effective as of the date Signatory clicks the "I AGREE" checkbox and is effective until the end of the business plan phase.*
Signatory is a Challenge participant. Challenge participants are individuals participating in the Challenge including designated Challenge Team Leads, Challenge Team Members, Challenge Judges, Challenge Team Mentors, and Challenge Team Collaborators (e.g., University students, University faculty members with experience in the selected invention, venture capitalists). Challenge participants are also the Challenge Hosts and the aforementioned individuals’ associated institution if and as required by such institution. The participating institutes of CAI, Signatory and the other Challenge participants may sometimes be referred to herein collectively as the "Participants," and individually as a "Participant."
All Participants are required to agree to the terms of this Agreement as a condition to participation in the Challenge. Each Participant is acting and providing information in his or her individual capacity; no communications, including, but not limited to, discussions between Challenge Judges and Challenge Team Members, should be considered professional advice or representations on behalf of a Participant’s employer. Further, each Participant agrees that the obligations under this Agreement do not extend to any individual, including those employed at a Participant’s workplace, that has not received the information protected herein, and each Participant agrees that it will not seek to disqualify a Challenge Judge’s law firm from representing a party adverse to a Participant in a matter in which the covered information is material to the representation, provided that any individuals at the law firm who received information protected herein would be screened off and would not participate in such representation.
Information sharing is fundamental to the attainment of the Challenge’s goals of collaborative innovation among the Participants. However, information sharing during the time frame of the Challenge is for the limited purpose of creating business plans and live pitches, including commercialization plans, development plans, regulatory strategies, intellectual property strategies and such other deliverables as the Challenge Teams believe are critical for the business plan of the Challenge (“Purpose”). Details for the Challenge can be found at: http://www.freedomfromcancerchallenge.org
Accordingly, Signatory shall only use Confidential Information for the Purpose. In addition, Signatory agrees to keep all Confidential Information it receives directly or indirectly from any other Participant strictly confidential and, except as permitted herein, shall not disclose, reveal or share any portion of the Confidential Information to or with any individual or entity.
As used herein, “Confidential Information” means any and all information that is presented or disclosed by a Participant to any other Participant(s) in written, electronic, visual or oral form or in any other tangible medium during meetings, communications, or other information exchanges held in connection with the business plan of the Challenge. Confidential Information shall include, but not be limited to, unpublished data, research results, unpublished proprietary methods, financial/valuation models, business plans, business model canvases, theories, drawings and figures or visual depictions of research data or results regardless of format. Confidential Information also includes anything disclosed by a Participant (the “Disclosing Participant”) to another Participant that the Disclosing Participant marks in writing as “Confidential.”
“Confidential Information” shall not include, and the obligations contained herein shall not extend to, any part of the Confidential Information: (a) that can be demonstrated to have been in the public domain or publicly known at the time of disclosure; (b) that can be demonstrated to have been in the possession of or that can be demonstrated to have been readily available to Signatory from another source prior to the disclosure; (c) that becomes part of the public domain or publicly known by publication or otherwise, not due to any unauthorized act by Signatory; (d) that can be demonstrated as independently developed or acquired by Signatory without reference to or reliance upon such Confidential Information; or (e) that is required to be disclosed by law.
Signatory may share Confidential Information with its employees, contractors and volunteers who are under an obligation of confidentiality to Signatory and who have a need to review the Confidential Information in connection with Signatory’s Challenge duties and in furtherance of the Purpose. Signatory shall advise such individuals of the confidential nature of the Confidential Information and require that the Confidential Information be treated accordingly.
Signatory agrees to accept the Confidential Information and employ all reasonable efforts to keep the Confidential Information secret and confidential, such efforts to be no less than the degree of care employed by Signatory to preserve and safeguard its own confidential information.
Signatory acknowledges and agrees that neither this Agreement nor any disclosure hereunder shall be deemed, by implication, estoppel or otherwise, to vest in Signatory, as recipient, any license or other ownership rights to any Confidential Information Signatory receives hereunder including to any inventions, patents, know-how, trade secrets, trademarks or copyrights owned or controlled by the Disclosing Participant.
Signatory further acknowledges and agrees that should this Agreement be breached, all legal monetary and equitable relief remedies between the Participants of said breach are available and will include exclusion from the Challenge of the breaching Participant.
The obligation of confidentiality shall extend for a period of three (3) years from the date of the disclosure, unless the Disclosing Participant gives Signatory permission in writing to disclose the Confidential Information at an earlier date.
Each Challenge Host has agreed to and accepted the terms of this Agreement.