PART III. CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT
This CONFIDENTIALY AND INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”) made as of the date signed, is by and between:
All attendee of the ASDRP Symposium held on Saturday, September 13, 2025 at Mission College, referred to as (“ATTENDEE”); and Aspiring Scholars Directed Research Program (ASDRP), a California nonprofit public institution of education located at 46307 Warm Springs Boulevard, Fremont, CA 94539, its students, directors, employees, contractors, collaborators, and agents, referred to as (the “DISCLOSING PARTY”).
AGREEMENT
WHEREAS, the ATTENDEE to this Agreement, in registering to attend the ASDRP Fall-Winter Symposium (“VENUE”), understands that certain information presented at such a venue is legally classified as ‘CONFIDENTIAL INFORMATION’, and that all information presented, either in verbal or written form, constitutes ‘INTELLECTUAL PROPERTY’ of the DISCLOSING PARTY. Therefore, all such disclosures are subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of, and as a condition to, the DISCLOSING PARY’s ASDRP Symposium held on Saturday, September 13, 2025 at Mission College attendance, the ATTENDEE hereby agrees as follows:
- DEFINITIONS OF CONFIDENTIAL INFORMATION
- Confidential Information means all information disclosed (whether in oral, written, or other tangible or intangible form) by DISCLOSING PARTY to ATTENDEE. Confidential Information includes without limitation: know-how, research, product or service ideas or plans, inventions, clinical data and analysis, reagents, cell lines, biological materials, chemical formulas, technical data, trade secrets and other business information disclosed by DISCLOSING PARTY.
- Unless otherwise stated or explicitly defined in writing, all information presented, either oral or written or in depiction, at the ASDRP poster session shall be treated as Intellectual Property of the DISCLOSING PARTY.
- Information specifically marked as “CONFIDENTIAL” shall not be photographed, noted, recorded, reproduced, or reshared under any circumstances without the written approval of the DISCLOSING PARTY. Failure to comply with information confidentiality shall be prosecuted to the fullest extent of the Governing Law.
- GOVERNING LAW
- This Agreement shall be governed by the laws of the State of California except for any conflicts of law rules thereof which might direct the application of the substantive laws of another state.
- Each party agrees that all actions and proceedings arising from or related to this Agreement or its subject matter may be litigated in state or federal courts located in Santa Clara County, California.
- TERMS AND LIMITATIONS ON USE OF CONFIDENTIAL INFORMATION
- At all times, the ATTENDEE shall keep Confidential Information confidential, except as the DISCLOSING PARTY may otherwise consent in writing. The Confidential Information shall not include information that is, or becomes, part of the public domain, not as a result of any inaction or action of the ATTENDEE.
- The ATTENDEE shall not deliver, reproduce, or in any way allow any such Confidential Information to be delivered to or used by any third parties for any purpose (including, without limitation, any purpose harmful to or competitive with the interests of the DISCLOSING PARTY) without the specific direction or consent of a duly authorized representative of the DISCLOSING PARTY.
- The ATTENDEE agrees that any Confidential Information disclosed under this Agreement: (a) as it relates to Confidential Information disclosed by ASDRP and its students, agents, or collaborators, derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by other persons who can obtain economic value from its disclosure or use, and (b) as it relates to Confidential Information disclosed by disclosing party, derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use.
- All rights, title, and interest in Confidential Information disclosed pursuant to this Agreement are reserved by the DISCLOSING PARTY, and the ATTENDEE will not use such Confidential Information disclosed to it by the DISCLOSING PARTY to benefit itself or others, except for the limited purposes for which the Confidential Information is disclosed within the context of this Agreement.
- TERMINATION
- This Agreement shall take effect as of the date signed by ATTENDEE and shall remain in effect at all times under the terms and conditions of this Agreement.