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HomeMy WebLinkAboutLawrence Livermore National Lab; 1997-04-21;0 0 h * I’ April 21, 1997 TO: ALETHA RAUTENKRANZ, CITY CLERK FROM: William E. Plummer, District Engineer MUTUAL NONDISCLOSURE AGREEMENT FOR EXCHANGE OF INFORMATIO BETWEEN LAWRENCE LIVERMORE NATIONAL LABORATORY AND CARLSBA MUNICIPAL WATER DISTRICT, CMWD PROJECT NO. 95-302 Attached is a fully executed, original copy of the subject agreement for your files. If yc have any questions or require any additional information, please give me a call. Sincerely, WILLIAM E. PLUMMER, P.E. District Engineer WEP:sjs attachment (1 ) CMWD 95-302 e 0 - 8- MUTUAL NONDISCLOSURE AGREEMENT FOR EXCHANGE OF INFORMATION i WITH LAWRENCE LIVERMORE NATIONAL LABORATORY This Agreement effective from the date of execution by the last signing party by and between Carlsbad Municipal Water District located at 5950 El Camino Real, Carlsbad, CA 92008 and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, located at 300 Lakeside Drive, Oakland, CA 9461 2-3550 ("THE REGENTS"), under its Contract No. W-7405-ENG-48 with the U. S. DEPARTMENT OF ENERGY ("DOE"), as operators of the LAWRENCE LIVERMORE NATIONAL LABORATORY, located at 7000 East Avenue, Livermore, CA 94550 ("LLNL"). WHEREAS, THE REGENTS, as operators of LLNL, and Carlsbad Municipal Water District (hereinafter individually referred to as the "PARTY", or collectively as the "PARTIES") wish to exchange certain confidential and proprietaq information relating to capacitive deionization technoloay ("PROPRIETARY INFORMATION"), this Agreement will govern the conditions of mutual disclosure of PROPRIETARY INFORMATION by the PARTIES. The PARTIES hereby agree: (1) To perform all terms of this Agreement and to maintain the PROPRIETARY INFORMATION in confidence, giving it the same degree of care, but no less than a reasonable degree of care, as th PARTIES exercise with their own proprietary information to prevent its unauthorized disclosure; To exchange and use the PROPRIETARY INFORMATION solely for the purpose of evaluation of the technoloav and development of potential collaborations and/or license of the technoloav; That neither PARTY, without the prior written consent of the other, will disclose any portion of the PROPRIETARY INFORMATION to others except to their employees, agents, consultants, subcontractors or Government personnel having a need to know in order to accomplish the sole purpose stated above, and who are bound by a like obligation of confidentiality under this Agreement; That neither PARTY nor DOE will have any obligation or assume any liability with respect to any portion of the PROPRIETARY INFORMATION that: (a) the receiving PARTIES can demonstrate by written record was previously known to them: (b) is, or becomes, available to the public through no fault of the PARTIES: (c) is lawfully obtained by the PARTIES from a third party and is not subject to an obligation of confidentiality owed to the third party; or (d) is independently developed by or for the receiving PARTY independent of any disclosure hereunder; That PROPRIETARY INFORMATION disclosed by the PARTIES will be in writing and clearly marked "PROPRIETARY INFORMATION" or its equivalent. If such PROPRIETARY INFORMATIO is initially disclosed orally or by demonstration, the disclosing PARTY will identify it as PROPRIETARY INFORMATION or its equivalent at the time of disclosure. The disclosing PARTY will reduce it to writing or other tangible form, referencing the date and type of PROPRIETARY INFORMATION disclosed, and mark as PROPRIETARY INFORMATION or its equivalent. The disclosing PARTY will deliver a copy to the receiving PARTY within thirty (30) days thereafter. All protections and restrictions as to use and disclosure will apply during such thirty (30) day period. That all rights and title to the PROPRIETARY INFORMATION disclosed under this Agreement will remain the property of the disclosing PARTY unless otherwise agreed to in writing by the PART1 ES . (2) (3) (4) (5) (6) 4 12 m 95-302 e 0 L c Technical Contact for Company: Technical Contact for LLNL: Name: Bill Plummer Name: Jennie H de Pruneda Company: Carisbad Municipal Water Company: Lawrence Livermore District National Laboratory Address: 5950 El Camino Real Address: 7000 East Avenue j Carlsbad, CA 92008 P.O. BOX 808, L-326 Livermore, CA 94550 Phone: (619) 438-3367, x126 Phone: (510) 422-1339 Fax: (619) 431-1601 Fax: The PARTIES agree that the furnishing of PROPRIETARY INFORMATION does not constitute any grant or licensc to the other PARTY for any legal rights now or hereinafter held by either PARTY. This Agreement will be subject to, and interpreted in accordance with, the laws of the State of California. Unless terminated earlier by thirty (30) days written notice by either PARTY to the other, this Agreement will remain in effect for two (2) year(s) from the effective date, at which time the receiving PARTY will return or destroy the PROPRIETARY INFORMATION within thirty (30) days of the date of expiration. If the PROPRIETARY INFORMATION is destroyed, a certificate of destruction must be furnished to the disclosing PARTY within the thirt (30) days. The secrecy and non-use obligations of the receiving PARTY set forth above will remain in effect for five (5) years from the date of expiration. The receiving PARTY acknowledges its obligations to control access to technical data under the U.S. Export Laws and Regulations and agrees to adhere to such Laws and Regulations with regard to any technical data received under this Agreement. Any modification to this Agreement must be in writing and signed by the duly authorized representative of each PARTY. CARLSBAD MUNICIPAL WATER DISTRICT THE REGENTS OF THE UNIVERSITY (companyname) OF CALIFORNIA, LAWRENCE LIVERMORE NATIONAL LABORATORY A-qm By: tA. A pi;-i --....-- d 3 (signature) (sig r { By: 4/LA < f Name: \o 0 E RT (t /?g&bcL/ Name: Rodnev D.g d (please print) (please print) Title: General Manawr Title: Deputv Director, Industrial PartnershiDs & Commercialization Date: 03/24/97 Date: 2/2y/p I ft / RETURN TO: Lawrence Livermore National Laboratory ATTN: Linda Lerner 7000 East Avenue Livermore, CA 94550 P.O. BOX 808, L-795 CC Veronica Lamer REV 1996 a2