UMDI Non-Disclosure

7/21/2019 UMDI Non-Disclosure

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(a) was in the public domain prior to the time of its disclosure under thisAgreement;

(b) entered the public domain after the time of its disclosure under thisAgreement through means other than an unauthorized disclosure resulting

from an act or omission by the Receiving Party;

(c) is or was disclosed to the Receiving Party at any time, whether prior to or

after the time of its disclosure under this Agreement, on a non-confidentialbasis by a third party, provided that such third party is not bound by an

obligation of confidentiality to the Disclosing Party with respect to suchConfidential Information;

(d) is required to be disclosed to comply with applicable laws or regulations,or with a court or administrative order, provided that the Disclosing Party

receives prior written notice of such disclosure and that the ReceivingParty takes all reasonable and lawful actions in cooperation with the

Disclosing Party to obtain confidential treatment for such disclosure and,if possible, to minimize the extent of such disclosure; or

(e) is independently developed by or on behalf of the Receiving Party or itsAffiliates without the use of the Confidential Information as evidenced by

contemporaneous written records.

5.

The Receiving Party acknowledges that all Confidential Information furnished by

the Disclosing Party shall remain the sole property of the Disclosing Party (or any third partyentrusting its own confidential information to the Disclosing Party) including all patent,

copyright, trademark, and other intellectual property rights in, or arising from, such Confidential

Information. No option, license, or conveyance of such rights to the Receiving Party is grantedor implied under this Agreement.

6. All Confidential Information provided by the Disclosing Party to the Receiving

Party shall be returned to the Disclosing Party within fifteen calendar days of written demandfrom the Disclosing Party. All Confidential Information received by the Receiving Party shall be

returned to the Disclosing Party within fifteen calendar days of termination or expiration of thisAgreement. All Confidential Information provided by the Disclosing Party shall remain the

property of the Disclosing Party.

7. Receiving Party shall promptly advise Disclosing Party in writing if it learns of

any unauthorized use or disclosure of Confidential Information by any Receiving PartyPersonnel or former Receiving Party Personnel.

8. The Disclosing Party shall have, in addition to any remedies available at law, theright to obtain equitable relief to enforce this Agreement. No waiver or modification of this

Agreement will be binding upon either party unless made in writing and signed by both parties,and no failure or delay in enforcing any right will be deemed a waiver. This Agreement shall be

governed by the laws of the Commonwealth of Massachusetts without giving effect to theconflicts of laws provisions thereof. This Agreement is assignable by the Disclosing Party to any


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of its affiliates, or to a successor or assignee of all or part of its business. Except as set forth inthe immediately preceding sentence, this Agreement may not be assigned by either party without

the prior written consent of the other party.

9. Each party represents and warrants to the other that it has the legal power and

authority to enter into and perform under this Agreement, and the Disclosing Party representsand warrants to the Receiving Party that it has the right to disclose the Confidential Information,

without violating the rights or obtaining the consent of any third party.

10. A waiver by either party of any term or condition of this Agreement must be in

writing signed by the waiving party. A waiver in one instance of a term or condition shall not bedeemed a waiver of such term or condition in any other instance. If a court or other tribunal of

competent jurisdiction should hold any term or provision of this Agreement to be excessive,invalid, void or unenforceable, the offending term or provision shall be deleted or revised to the

extent necessary to be enforceable, and, if possible, replaced by a term or provisions which, sofar as practicable, achieves the legitimate aims of the parties.

11.

The obligations set forth in this Agreement shall remain in effect indefinitely.

12. Affiliates means, with respect to each party, the legal entities that (directly or

indirectly) control, are controlled by, or are under common control with the named party. Forpurposes of this definition, control (including, with correlative meanings, controlled by,

controlling and under common control with) means (a) possession, direct or indirect, of thepower to direct or cause direction of the management or policies of an entity (whether through

ownership of securities or other ownership interests, by contract or otherwise), or (b) beneficialownership of at least 50% of the voting securities or other ownership interest (whether directly or

pursuant to any option, warrant or other similar arrangement) or other comparable equityinterests of an entity.

13. This Agreement sets forth the parties entire understanding about its subjectmatter and supersedes any other agreement or understanding between the parties about its subject

matter.

IN WITNESS WHEREOF, the parties intending to be bound have caused this Agreement to be

executed by their duly authorized representatives as of the Effective Date.

Boston 2024 Partnership, Inc. UMass Donahue Institute

By: By:Name: Emiley Lockhart Name:

Title: General Counsel Title:

Date:________________________________ Date:_______________________________

Documents

UMDI Non-Disclosure