This agreement ("Agreement"), effective on the date ("Effective Date") specified on the signature page, is by and between the company ("Company") and participant ("Participant") specified on the signature page.
The agreement is divided into five sections, namely Background, Confidentiality/Publicity, Invention Rights, Hold Harmless and General Provisions. The signature page is a separate, one-page document which refers to this document.
1.0 Participant is a University of Minnesota student or faculty member involved in a University of Minnesota course entitled "New Product Design and Business Development", being offered during the school year. The course is described on the Web at http://www.npdbd.umn.edu/.
1.1 As part of the aforementioned course, Participant desires to work on a project ("Project") consisting of one or more actual problems concerning design, manufacturing or other product development issues arising in connection with the business of Company.
1.2 The time period of Project ("Project Period") is the current academic school year which starts on or near September 4 and ends on or near the following May 15.
1.3 Company desires to sponsor Project, by providing supplies, funding, facilities, assistance, and information (discussed immediately below), all within Company's discretion.
1.4 In the course of providing Participant with sufficient information to enable Participant to effectively work on Project, Company may need to provide Participant with information which is proprietary/confidential/trade secret to Company. All such information shall be referred to as "Confidential Information" below.
1.5 All inventions, improvements, methods, devices, software, know-how, trade secrets, discoveries and/or other technology, whether patentable or copyrightable or not, which are conceived and/or reduced to practice by Participant individually or jointly with other Project Participants as a result of Project during the Project Period and continuing for two (2) years after the end of the Project Period shall be referred to as "Project Developments".
2.0 Participant shall use Confidential Information exclusively for the purpose of working on Project.
2.1 Participant's duty to hold Confidential Information disclosed hereunder confidential shall expire five (5) years from the Effective Date of this Agreement.
2.2 Participant shall protect Confidential Information by using a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of Confidential Information.
2.3 Company acknowledges that Participant will be working on Project as a member of a team. Thus, Company shall notify Participant of the identity of other individuals who have also signed a confidentiality agreement with Company and are working on Project so that Participant can openly share Confidential Information with such individuals in the course or working on Project. Company will also notify Participant of other individuals within Company with whom Participant can openly share Confidential Information.
2.4 This Agreement imposes no obligation upon Participant with respect to specific Confidential Information which
(a) was in Participant's possession before receipt from Company;
(b) is or becomes a matter of public knowledge through no fault of Participant;
(c) is rightfully obtained by Participant from a third party who is legally free to pass on such information without a duty of confidentiality;
(d) is disclosed by Company to a third party without a duty of confidentiality on the third party;
(e) is publicly disclosed under operation of law; or
(f) is disclosed by Participant with Company's prior written approval.
2.5 Company warrants that it has the right to disclose Confidential Information to Participant.
2.6 Company recognizes that under University of Minnesota policy, the results of the Project must be publishable and agrees that Participant shall be permitted to present at symposia, national or regional professional meetings and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of the Project. Prior to any such publication or presentation, Participant agrees to submit copies of the proposed publication or presentation to Company. Company shall have forty-five (45) days after receipt of said copies to object to portion(s) of the proposed presentation or proposed publication either because they contain Confidential Information, they disclose Project Developments for which Company wishes to seek patent or market protection, or they contain inaccurate, false, erroneous or misleading statements or representations. In the event of such objection, within a reasonable time period Company and Participant shall negotiate an acceptable version of the publication or presentation, at which point the revised publication or presentation may immediately proceed. Participant shall not otherwise disclose Project Developments to third parties without the prior written consent of the company.
2.7 Company recognizes that under University of Minnesota policy, the University may disclose (1) the existence of Project, (2) the identity of Company and (3) the purpose of Project in general terms to permit informal discussion of the wisdom of conducting Project within the University. In disclosing the existence and purpose of Project and the identify of Company, no Confidential Information shall be revealed.
2.8 Company will not use the name of the University of Minnesota, nor of Participant in any publicity, advertising, or news release without the prior written approval of an authorized representative of the University. Participant will not use the name of Company in any publicity without prior written approval of Company.
2.9 Upon completion of Project Period, all records and any compositions, articles, devices and other items which disclose or embody Confidential Information including all copies or specimens thereof in Participant's possession, whether prepared or made by Participant or others, will be delivered to Company.
3.0 All Project Developments shall belong exclusively to Company. Participant agrees to assign (and hereby assigns) to Company all his/her rights, title and interest in Project Developments.
3.1 Participant shall promptly and fully inform Company in writing of such Project Developments.
3.2 Participant agrees to execute all papers and perform all other acts reasonably necessary to assist Company to perfect Company's rights in Project Developments, e.g., to review and sign patent applications and execute additional invention or patent assignment documents and to cooperate with copyright registrations and execute additional assignment documents for copyrightable Project Developments.
3.3 Participant fully understands and herein acknowledges that Company shall have no duty nor obligation to compensate, either monetarily or otherwise, Participant for the assignment of any rights Participant may have in any Project Developments.
4.0 Participant agrees to hold Company harmless from any and all injury to the person or damage to the property of, or any loss or expense incurred by, Participant if such loss arises because of the negligent or careless manner in which Participant has performed under this Agreement during Project Period
4.1 Participant shall also hold Company harmless from all claims by Participant arising out of, or pursuant to, Participant's performance under this Agreement during Project Period, except for intentional acts of wrongdoing committed by Company or any of Company's employees. Participant agrees to hold Company harmless for any injuries to persons, or any injury, loss, expense or damage to property, caused by Participant in connection with the Project during Project Period.
4.2 Company shall indemnify, defend and hold harmless Participant and the University of Minnesota, from any and against any and all claims, costs or liabilities, including attorney's fees and court costs, for any loss, damage, injury or loss of life arising out of use by Company or any third party acting on behalf of or under authorization from Company of products developed or made as a result of information or materials received from Participant in connection with the Project.
5.0 The parties do not intend that any agency or partnership relationship be created between them by this Agreement.
5.1 This Agreement sets forth the entire and final agreement and understanding of the parties with respect to the subject matter of this Agreement, and all additions or modifications to this Agreement must be made in writing and must be signed by both parties.
5.2 This Agreement is made under and shall be construed according to the laws of the State of Minnesota.
5.3 If a dispute arises out of or relates to this Agreement, or the performance or breach thereof, the parties agree first to try in good faith to settle the dispute by mediation under the applicable mediation rules of the American Arbitration Association, before resorting to arbitration. Thereafter, any remaining unresolved controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the applicable rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator(s) may be entered into any court having jurisdiction thereof.
5.4 The term of this Agreement shall run from the Effective Date as specified on the signature page to the end of the Project Period as specified in Section 1.2, provided that the obligations and rights specified in Articles II, III and IV shall survive termination.