ENCLOSURE 5
revised 8/16/01
Confidentiality and Non-disclosure Agreement
THIS AGREEMENT is made as of the ______day of _________, 20____, by and between EASTERN VIRGINIA
MEDICAL SCHOOL (“EVMS”) and _________________________________ its subsidiaries and affiliates.
WHEREAS, each party represents that it has developed and possesses certain information including technical and/or business
information, some of which it considers to be confidential (“Confidential Information”).
WHEREAS, the parties desire to evaluate the possibility of entering into a business arrangement relating to
__________________________________________________________________________________________.
WHEREAS during the course of their dealings with each other in connection with such activities, the parties may periodically
disclose to one another Confidential Information only in support and furtherance of such activities.
NOW, THEREFORE, it is mutually agreed as follows:
1) Confidential Information
a) Definition. All information to be treated as Confidential Information shall be marked by the disclosing party as
“Confidential”. Information disclosed in oral or visual form that is to be treated as Confidential Information shall be
identified as “Confidential” at the time of disclosure and shall be confirmed as Confidential Information by written notice
within twenty (20) days after disclosure.
b) No Obligation to Receive. Nothing in this Agreement shall require either party to receive or accept disclosure of
Confidential Information from the other.
c) Scope of Use. Confidential Information shall be used only for evaluation purposes. Each party hereby agrees to keep
in confidence and not disclose to any third party any Confidential Information disclosed by the other party during the
course of their dealings with each other, except as hereinafter provided. Confidential Information may be disclosed to
employees of the recipient who have a need to know such information and who have legally enforceable nondisclosure
ob