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Non-Disclosure Agreement

In order to access the confidential areas of our website, please read and complete the following non-disclosure agreement. Upon approval, BioProperty Strategy Group will send you confirmation, and you may then login.

If you'd prefer to complete the non-disclosure agreement offline, please pdfdownload the form, fill it out and mail to:
BioProperty Strategy Group Inc.
68 Spring Run Road
Freeville, NY 13068

Non-Disclosure Agreement

In order to access the confidential areas of our website, please read and complete the following non-disclosure agreement. Upon approval, BioProperty Strategy Group will send you confirmation, and you may then login.

If you'd prefer to complete the non-disclosure agreement offline, please download the form, fill it out and mail to:
BioProperty Strategy Group Inc.
68 Spring Run Road
Freeville, NY 13068

NON-DISCLOSURE AGREEMENT (BILATERAL)

This Agreement, effective on December 16, 2017 ("Effective Date") is between:

* Company Name:

having an address at:

* Address Line 1:
Address Line 2:
* City:
State/Province:
(US/Canada only)
* Country:
* Zip/Postal:

and BioProperty Strategy Group Inc. having its principal place of business at 68 Spring Run Road, Freeville, New York 13068 USA, each referred to individually as "Party" and collectively as "Parties."

WHEREAS the Parties desire to disclose information, some of which may be "Proprietary Information" as defined below, to each other for the purpose of business evaluation; and

WHEREAS the Parties further desire to protect such Proprietary Information from unauthorized disclosure and use under the terms and conditions contained herein.

THEREFORE, the Parties agree as follows:

  1. For the purpose of this Agreement, Proprietary Information means all information which is disclosed hereunder concerning __________________________ by one Party (the Discloser) to the other Party (the Recipient) for the purpose stated hereinabove; provided that, when disclosed, such Proprietary Information is in written, electronic, or other permanent form and is identified as Proprietary by the Discloser by clear and conspicuous markings. Any information disclosed in unwritten form shall be considered Proprietary Information hereunder, but only to the extent it is identified as Proprietary at the time of original disclosure and thereafter summarized in writing with clear and conspicuous markings, and transmitted by the Discloser to the Recipient within fourteen (14) days of the unwritten disclosure.
  2. The Recipient shall preserve Proprietary Information received from the Discloser in confidence for a period of five (5) years from the termination or expiration of this Agreement. During this period, the Recipient shall not, directly or indirectly use, exploit, or disclose such Information to any third party without written authorization from the Discloser. Further, the Recipient may disclose Proprietary Information received under this Agreement, in accordance with the terms defined hereunder to those employees, subcontractors, agents, affiliates, and consultants, thereof, who need to know the Proprietary Information for the purpose stated above, and who prior to such disclosure, agree to comply with the restricted use and non-disclosure provisions of this Agreement. Additional restrictions agreed to by the Parties must be made in writing signed by the Parties and attached to this Agreement. The obligations of this paragraph shall be considered satisfied by each party through the exercise of the same degree of care used to restrict disclosure and use of its own Proprietary Information of like importance.
  3. Proprietary Information received under this Agreement shall not be mechanically or electronically copied or otherwise reproduced by the Recipient without the written consent of the Discloser, except for such copies as may be required for the purpose set out herein. All copies shall contain the same proprietary designations which appear on the original Information.
  4. This Agreement may be terminated by either party upon thirty (30) days written notice to the other. This Agreement shall expire one (1) year from the Effective Date unless terminated earlier by mutual agreement of the Parties. Termination or expiration of this Agreement for any reason shall not relieve either Party of any obligation to preserve Proprietary Information received prior to termination or expiration, pursuant to Paragraph 2, and all such obligations shall continue until expiration of the period set forth in Paragraph 2.
  5. This Agreement shall not restrict disclosure or use of Proprietary Information that is:
    a) Known to the Recipient without restriction as to further disclosure prior to its disclosure by the Discloser and such prior knowledge can be established, or

    b) Developed independently by the Recipient without any use of Proprietary Information; or

    c) Obtained without restriction as to further disclosure from a lawful source other than the Discloser through no breach of confidence by such source; or

    d) In the public domain when received, or thereafter enters the public domain through no fault of the Recipient; or

    e) Disclosed by the Discloser to a third party, without restriction as to further disclosure.

    f) Is disclosed in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof, but only to the extent of and for the purposes of such order; provided, however, that requesting Party shall first notify the Discloser of the order and permit the Discloser to seek an appropriate protective order.
  6. Proprietary Information shall remain the property of the Discloser. Neither this Agreement nor the disclosure of Proprietary Information hereunder shall be construed as granting any right or license express or implied under any inventions, patents, or copyrights now or hereafter owned or controlled by either party.
  7. Proprietary Information, and other technical information, transmitted between the Parties under this Agreement shall be addressed as set forth below, or as otherwise designated by written notice from either party to the other:
    Name, Title:Richard S. Cahoon, President
    Company Name:BioProperty Strategy Group Inc.
    Street Address:68 Spring Run Road
    City, State, Zip:Freeville, NY 13068
    Telephone:607.229.0802
    Fax:607.844.4953
    Email:rsc5@cornell.edu
  8. Upon expiration or early termination of this Agreement, the Recipient shall cease use of Proprietary Information received from the Discloser and shall destroy all such Proprietary Information, including copies thereof, then in its possession or control. Notwithstanding this paragraph, each party may retain one copy of such Proprietary Information, but only for archival purposes.
  9. 9. Each party shall bear all costs and expenses incurred by it under or in connection with this Agreement. Nothing in this Agreement shall be construed as an obligation by either party to enter into a contract, subcontract, or other business relationship.
  10. The rights and obligations provided by this Agreement shall take precedence over specific legends or statements associated with Proprietary Information when received.
  11. A Party will not assign this Agreement without the written consent of the other Party.
  12. This Agreement contains the entire understanding between the Parties, superseding all prior or contemporaneous communications, agreements, and understandings between the Parties with respect to the disclosure and protection of Proprietary Information. This Agreement shall not be amended except by further written agreement executed by the duly authorized representatives of the Parties.
  13. Each Party is responsible for its own compliance with the United States of America laws and regulations governing export controls.
  14. This Agreement shall not constitute any representation, warranty or guarantee to the Recipient by the Discloser with respect to non-infringement of patents or other rights of any other party.
  15. The Discloser shall not be liable to the Recipient for any errors or omissions in the Proprietary Information disclosed by it under this Agreement nor for the use or the results of the use of the Proprietary Information by the Recipient.
  16. This Agreement shall be construed in accordance with, and the rights of the parties shall be governed by the laws of the state of New York or laws determined applicable by a court of competent jurisdiction.
  17. This Agreement shall be in force as of the date of the later signature below. This Agreement will be null and void if not fully executed within thirty (30) days of the date of the first signature below.
  18. This Agreement may be signed in one or more counterparts (including faxed copies), each of which shall be deemed one and the same original.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in by their duly authorized representatives.

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* Last Name:
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* Phone Number:
* Email Address:
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I have read and agree to the terms of this Non-Disclosure Agreement.
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