Student Non-Disclosure Form - Template
INTELLECTUAL PROPERTY RIGHTS & NON-DISCLOSURE AGREEMENT
FOR PROTECT THE PUG CHAPTERS
Name of Student of (the “University”): ____________________________ (the “Student”), currently enrolled at ______ (the "University").
The Student and one or more of Student’s classmates and/or professors, (the Student together with such classmates and professor are referred to as the “The Academic Group”), are participating in the Protect the Pug Chapter Organization (“Chapter”) ; and Protect the Pug (“PTP”) may provide to the Student Proprietary Information (defined below) that may serve as source materials for the Student in connection with the Chapter; and PTP is willing to share the Proprietary Information with the Student, provided that the Student acknowledges that the Proprietary Information furnished to it by PTP constitutes highly confidential, trade secret information and agrees to maintain the confidentiality of the Proprietary Information; and Student agrees to assign to PTP all his or her rights in any writings, designs, inventions and works arising from participation in the Chapter.
In consideration of the opportunity to participate in the Chapter, the Student agrees to the following:
1. The term “Proprietary Information” shall mean any and all information disclosed by or made available by PTP to the Student whether oral, visual, written, machine readable (video, audio, computer mass storage device, etc.) or other form.
2. The Student agrees to only use the Proprietary Information for the Chapter and not for any other purpose, whether commercial or non-commercial.
3. The Student agrees not to make any copies of the Proprietary Information unless Student has written permission from PTP.
4. The Student will hold in strict confidence and not disclose, except to others in The Academic Group who have signed below or on a corresponding confidentiality agreement with PTP, any Proprietary Information except information the Student can document (a) is in the public domain through no fault of the Student or The Academic Group, (b) was properly known to the Student, without restriction, prior to disclosure by PTP at any time, (c) was properly disclosed to the Student by another person without restriction, (d) was developed by the Student independently of the disclosed Proprietary Information of PTP, and reasonable written documentation exists to demonstrate such development; or (e) is subject to disclosure under operation of law, in which case the Student shall inform PTP and shall cooperate with PTP to minimize the extent of the disclosure. The Student will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Proprietary Information. The foregoing does not grant the Student a license in or to any of the Proprietary Information.
5. Upon leaving the Chapter (whether voluntarily, by graduating, or otherwise no longer staying actively involved/leaving the Chapter in any capacity), the Student will promptly dispose of all Proprietary Information by either shredding, deleting, or promptly returning all Proprietary Information and all copies, extracts, papers, presentations, notes, drafts and other media, objects or items in which it may be contained or embodied. The Student will first ask the Executive Committee which of the above actions (shredding, deleting, or promptly returning) s/he should take in regards to this Proprietary Information.
6. The Student will promptly notify PTP of any loss, theft or unauthorized release of the Proprietary Information.
7. The Student will not disclose to PTP, or use any proprietary information belonging to others (including prior employers) unless the Student has their prior written approval, or any of the Student’s prior inventions that PTP is not entitled to use.
8. Technology Rights and Licenses. Student agrees that this is a student Chapter and that PTP owns all rights, title and interest to all writings, designs, inventions and works that Student conceives, makes, invents, creates or suggests in connection with the Chapter (collectively the “Creations”). The Student assigns to PTP all such Creations. The Student will promptly disclose such Creations to PTP. At PTP’s request, Student will sign patent applications and other lawful papers that PTP considers helpful to secure and enforce any intellectual property rights. PTP will bear all expenses related to such activities.
9. The Student understands that this Agreement does not obligate PTP to disclose any information or enter into any agreement or relationship with any party.
10. The Student acknowledges and agrees that due to the unique nature of the Proprietary Information, any breach of this Agreement would cause irreparable harm to PTP for which damages are not an adequate remedy and that PTP shall therefore be entitled to seek an injunction (court instruction to have the Student stop sharing the Proprietary Information) to prevent sharing of the Proprietary Information.
11. The terms of this Agreement will remain in effect with respect to any particular Proprietary Information until the Student can document that it falls into one of the exceptions stated in Paragraph 4 above.
12. This Agreement is governed by the laws of the State of Arizona, USA, and may be modified or waived only in writing. If any provision is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect.
13. Nothing in this Agreement shall be interpreted or construed as creating or establishing any partnership, joint venture, employment relationship, franchise or agency or any other similar relationship between the Student and PTP.
I have read the above information thoroughly and agree to its terms and conditions.