Confidentiality Agreement - Research



Confidentiality Agreement

(For Use with Potential Clinical Trials)

Protocol Title:      

This Agreement between The Florida International University Board of Trustees with principal place of business at 11200 SW 8 St., Miami, FL 33199 (“University”) and       with principal place of business at       (“Sponsor”) is made effective as of the last date signed below.

In recognition of the University as a non-commercial, academic institution, Sponsor agrees to limit, to the extent possible, the delivery of confidential information to the University. The University agrees to use its best efforts to protect confidential information disclosed by the Sponsor to the University which is identified in writing as confidential in the same manner that the University protects its own confidential information of similar nature. The confidential information will remain the property of Sponsor.

The obligations of the University to maintain confidentiality under this Agreement shall survive its expiration or termination and shall endure for three (3) years from the date of disclosure.

Confidential information does not include:

a) Information that is already known to the University prior to the effective date;

b) Information that becomes publicly known through no fault of the University;

c) Information that has been or is disclosed to the University by a third party who, to the University’s actual knowledge, was not or is not under any obligation of confidence or secrecy to Sponsor at the time said third party discloses to the University;

d) Information that is developed by employees of the University who had no knowledge of the information disclosed by Sponsor to the University under this Agreement and identified in writing as confidential;

e) Information that is approved for release by written authorization of the Sponsor; and

f) Information that is required to be disclosed by law provided the University promptly notifies the Sponsor in writing of such lawful disclosure.

Each party may terminate this agreement upon ten (10) days written notice to the other party. Upon termination, University shall, at the direction of Sponsor, return the confidential information to Sponsor or destroy it. If the parties enter into a clinical research agreement, the terms of the clinical research agreement will supersede this Agreement.

Sponsor intends that the confidential information it discloses does not contain export control-listed technology or technical data identified on any US export control list, including the Commerce Control List (CCL) at 15 CFR 774 and the US Munitions List (USML) at 22 CFR 121.  In the event that Sponsor intends to provide the University with export control-listed information, the Sponsor will first inform the University Assistant Vice President for Research,

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Pre-Award, Office of Research and Economic Development, in writing. Sponsor agrees not to provide any export control-listed information to University without the prior written authorization of the Assistant Vice President for Research.

_____________________________ _____________________________

Principal Investigator Signature Sponsor Signature

Printed Name:       Printed Name and Title:      

Date:       Date:      

Note to the FIU PI: This Confidentiality Agreement may be executed by you and the Sponsor if the Sponsor does not request any revisions to the terms of the Agreement. You must send a copy of the fully signed agreement to the Director, Clinical Trials, Office of Research and Economic Development. If the Sponsor wishes to make any changes to the terms of the Agreement, you cannot sign the agreement. Instead, please send the Sponsor’s requested changes to the Director, Clinical Trials, Office of Research and Economic Development for review, possible negotiation and signature.

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