MEMORANDUM OF AGREEMENT

　　sponsor shall receive the first option to negotiate for a license to commercialize the project intellectual property of university, subject to any rights of the government therein.?sponsor is hereby granted an exclusive option to negotiate the terms for a license to project intellectual property of university, for an initial option period of three (3) months after such invention has been reported to sponsor.?

　　the terms of subsequent licensing agreements for university owned and/or jointly owned intellectual property will be negotiated in good faith and by mutual agreement by the parties to this agreement.

　　12.confidentiality/publications.?

　　during the term of this agreement, and for a period of five (5) years thereafter, each party will maintain in confidence all confidential background intellectual property and project intellectual property of a party, as well as all other confidential information of a party disclosed by that party to the other in connection with this project.?neither party will use, disclose or grant use of such confidential information except as required to perform under this agreement.?each party will use at least the same standard of care as it uses to protect its own confidential information to insure that students, interns, employees, agents and consultants do not disclose or make any unauthorized use of such confidential information.?any student, intern, employee, agent or consultant of the receiving party must be notified of the restrictions on the use of the disclosing party’s confidential information and must agree with those restrictions before being allowed access to the confidential information.?each party will promptly notify the other upon discovery of any unauthorized use or disclosure of the confidential information.

　　either party may publish its results from this project.?however, the publishing party will provide the other party a thirty (30) day period in which to review proposed publications, identify proprietary or confidential information, and submit comments.?the publishing party will not publish or otherwise disclose proprietary or confidential information in accordance with the procedures described in this article and the publishing party will give full consideration to all comments before publication.?furthermore, upon request of the reviewing party, publication will be deferred for up to sixty (60) additional days for preparation and filing of a patent application which the reviewing party has the right to file or to have filed at its request by the publishing party.