Letter Confidentiality Agreement
(Name and Address of Receiving Party)
You have requested that we disclose to you certain of our confidential and proprietary
information relating to the following described field ( hereinafter the AField@) for the sole
purpose of evaluating whether you wish to enter into a research and/or commercial
agreement with respect thereto:
All information, samples and other tangible and intangible property relating to the Field
disclosed to you prior to or under this agreement, whether by us or on our behalf and
whether oral, written or in other form, is hereinafter referred to as the AInformation@.
We hereby agree to disclose certain Information to you in consideration of your
agreement to treat the Information disclosed in accordance with the following terms and
1. You will not disclose Information to any person (other than on a need-to-know basis to
your employee(s) and consultant(s) provided they are bound by equivalent confidentiality
and use obligations) without the express prior written consent of our authorized
2. You will use the Information solely for the purpose of evaluating whether you wish to
enter into an agreement with us with respect thereto.
3. You agree to evaluate the Information promptly and to provide us with a report of your
evaluation within 90 days of your receipt of the Information.
4. You agree to use all reasonable efforts to safeguard the Information against
unauthorized disclosure to and use by others. Such efforts will be no less than those you
use to protect your own valuable confidential and proprietary information.
5. Except for one copy of written Information which may be retained for record
purposes only, you will promptly return to us all Information and all copies, facsimiles and
reproductions thereof at the earlier of (i) upon our request, (ii) upon termination of this
agreement, or (iii) upon completion of your evaluation and det