This is a Nondisclosure Agreement made as of _______________________ (“Effective Date”) between State University of New York College at Purchase, an educational corporation organized and existing under the New York State Education Law, hereinafter referred to as “Purchase College, SUNY, a New York State Public higher education institution with its principal place of business at 735 Anderson Hill Road, Purchase NY 10577, and _______________ (“Company”), a ______________ corporation with its principal place of business at _______________________________________________________<address> for the purpose of protecting and preserving the confidential and/or proprietary nature of information to be disclosed or made available by Purchase College to the Company under this Agreement.  For purposes of this Agreement Purchase College and Company are sometimes collectively referred to as the “Parties” and individually referred to as a “Party”.  As used herein, “Recipient” shall mean the Party who has been given “Confidential Information” (as hereinafter defined) by and of the other Party.  Discloser shall mean the Party who gives Confidential Information to the other Party.

 

1. The Parties agree to use the Confidential Information received hereunder solely for the purpose of performing the service or services for which the Company and Purchase College have made an agreement (“Purpose”), and only to the extent necessary for the stated Purpose. The Recipient agrees that it will not provide Confidential Information to any third parties or business partners without prior written agreement from Purchase College.

2. “Confidential Information” means any business and/or personally identifiable information  relating to Purchase College’s students, employees or other parties contained in files or storage systems to which the Company will be provided access by Purchase College.

3. “Confidential Information” shall include, without limitation, printed or electronically recorded matter, personally identifiable information, customer and employee information, business information, and other information of a non-public nature. Confidential Information also includes information generated as a result of the activities of the parties hereunder, and information whether disclosed in writing or orally, that is marked “confidential” or should be deemed by its nature to be confidential. 

4. All Confidential Information shall remain the property of Purchase College. No rights or license therein is granted except a limited right to use the Confidential Information solely for the Purpose.

5. The Company agrees that for Confidential Information it shall use the same degree of care and means it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent unauthorized use or disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees or contractors of the Recipient with a “need to know” who are subject to written confidentiality agreements sufficient to carry out the intent of this Agreement. 

6. This Agreement shall be effective on the date of its full execution by the Parties. Upon request of Purchase College, the Company shall promptly return all copies of the Confidential Information, in whatever form or media, to Purchase College, or certify the destruction of all such Confidential Information.

7. All notices shall be in writing and delivered by hand or sent by certified or registered mail, return receipt requested, or reputable overnight courier service to the above address of the other party, to the attention of the Recipient’s Legal Department unless otherwise directed in writing by Recipient, and shall be deemed received on the earlier of actual receipt or five days after deposit in the mail.

8. If any of this Agreement is held to be unenforceable, such unenforceable part shall be deemed modified or eliminated to the extent necessary to make the remaining parts enforceable. Any waiver of a default in performance hereunder shall be deemed a waiver of the particular instance only and shall not be deemed consent to continuing default.

9. Company agrees that there may not be an adequate remedy at law for any breach of the obligations hereunder and upon any such breach or any threat thereof by Company, Purchase College shall be entitled to seek appropriate equitable relief without necessity of posting bond, in addition to whatever other remedies it might be entitled

10. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law provisions. Neither Party may assign its rights or delegate its duties or obligations under this Agreement without the other Party’s prior written consent.  This Agreement constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior agreements or understandings, written or oral, between the Parties with respect thereto.

 

      

In Witness Whereof, the Parties have caused this Agreement to be signed by their duly authorized representatives.