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Explanation for STUDENT Non Disclosure AGREEMENT

Below we provide an explanation for each of the provisions in the Student Negotiation Nondisclosure Agreement.

1.    Introductory Paragraph

In the first paragraph describe briefly the general area of study or research the student will be involved in. Then provide the full name of the college, university or other institution. For the sake of convenience, this entity is called the "disclosing party" in the rest of the agreement.

2.    Trade Secrets

This paragraph describes in general terms the types of information the student may not disclose without prior permission. This includes both technical information and business information. There is nothing to add here.

3.    Nondisclosure of Trade Secrets

This paragraph requires the student to keep the disclosing party's trade secrets confidential. This clause explains, however, that the student's nondisclosure obligation does not extend to:

  •  information the student knew before studying with disclosing party

  •  information learned from sources outside the disclosing party, or

  •  information that is public knowledge (so long as the employee didn't make it public).

4.    Return of Materials

This paragraph requires the student to return all trade secret materials to the disclosing party when the term of research or study ends. There is nothing to add here.

5.    Review of Papers or Publications

This paragraph requires the student to submit to a named individual any papers or proposed publications. This way you can make sure they don't contain any trade secrets you don't want published or otherwise disclosed to the public.

6.    Duration of Confidentiality Obligation

This paragraph provides that the student's obligation to maintain the confidentiality of the trade secrets lasts as long as the information remains a trade secret.

General Provisions

Here's an an explanation for the boilerplate provisions --  Relationships, Severability, Integration, Waiver. Injunctive Relief, Indemnity, Attorney Fees, Governing Law, Jurisdiction, Successors & Assigns, and Signatures

 

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