NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

1 Parties.

This Agreement is entered into by:

5 ______________________________________ ("Student")

who is a Student at the University of Dayton, School of Law, and taking PATENT
PRACTICE AND PROCEDURE referred to herein as "the Class" or "the Course"), in the
Spring Semester of 2009,
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and

Sam S. Han, Ph.D., J.D. ("Professor")

15who is a professor at the University of Dayton, School of Law, 300 College Park Avenue,
Dayton, OH 45469-2772.

Student and the Professor are individually referred to herein as Party, and collectively
referred to herein as Parties.
20
2 Term.

This Agreement shall be effective as of the date of the last signature to this Agreement,
and shall remain in effect until the Agreement is terminated in accordance with the terms
25recited herein.

3 Definition: Confidential Information.

Confidential Information shall mean all information relating to projects provided by the
30Professor, which the Professor has indicated, either in writing or orally, as being
confidential, proprietary, and/or sensitive.

By way of example, and not as a limitation, Confidential Information shall include all
documents and information relating to the Student's projects for the Course.
35
4 Treatment of Confidential Information.

The Student shall hold in confidence all Confidential Information received from the
Professor. The Student shall likewise hold in confidence all technical, business, and legal
40information derived from the Confidential Information obtained from the Professor.

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 5 NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

Notwithstanding the confidentiality provision above, the Student shall be permitted to

share Confidential Information disclosed under this Agreement with other Students in the
Course without obtaining written consent from the Professor but Student represents and
45warrants that the sharing shall occur only upon the same terms and conditions as are set
forth in this Agreement.

Student agrees to employ reasonable measures to maintain the confidentiality of any

Confidential Information disclosed under this Agreement.
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Notwithstanding the foregoing, Confidential Information shall not include information:

(a) in the public domain at the time of disclosure, or is subsequently made

available to the general public without restriction by the Professor;
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(b) known to the Student at the time of disclosure without restrictions on its
use or independently developed by the Student without the breach of this
Agreement, and there is adequate documentation to demonstrate either
condition;
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(c) disclosed without restriction to the Student from a source, other than the
Professor, who is not under any obligation of confidentiality with respect
to such information; and

65 (d) that is required to be disclosed, to the extent required by applicable laws,

governmental regulations, or proper legal or governmental authority;
provided however that the Student provides prior written notice of such
disclosure to the Professor and the Professor takes reasonable and lawful
actions to avoid and/or minimize the extent of such disclosure.
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Student agrees that it shall not publish or make public in any form any Confidential
Information or any information derived in connection with this Agreement without first
obtaining written approval from the Professor.

755 Ownership of Documents.

The Parties agree that all drawings, field notes, specifications, software, and any other
documents and materials, whether written, audio, or video (collectively, "Documents"),
provided by the Professor shall be the property of the Professor.
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 NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
10
The Student shall have the right to maintain one (1) copy of the Documents for archival
purposes only.

6 Notices.
85
Any written notice to the Professor, as required under this Agreement, shall be sent by
certified mail, registered mail, or other verifiable method to:

Sam S. Han, Ph.D., J.D.

90 The University of Dayton
School of Law
300 College Park Avenue
Dayton, OH 45469-2772

95Alternatively, such written notice may be sent by email to both:

Prof. Sam S. Han <sam.han@notes.udayton.edu>

and
Prof. Sam S. Han <prof.sam.han@gmail.com>
100
7 Independent Contractor.

Each Party shall be an independent contractor, and not the agent or employee, of the other
Party. One Party shall have no authority to make any statements, representations, or
105commitments of any kind, or to take any action, which shall be binding upon the other
Party.

8 Assignment.

110The Parties shall not assign this Agreement in whole or in part without the prior written
approval of the other Party, which approval may be withheld for any reason.

9 Severability.

115If any provision or portion of this Agreement shall be adjudged invalid or unenforceable
by a court of competent jurisdiction or by operation of any applicable law, that provision
or portion of this Agreement shall be deemed omitted and the remaining provisions and
portions shall remain in full force and effect.

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 NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
12010 Waiver.

No waiver by a Party of a right or default under this Agreement shall be effective unless
in writing. No such waiver shall be deemed a waiver of any subsequent right or default
of a similar nature or otherwise.
125
11 Headings.

The headings in this Agreement are for ease of reference only and shall not be used to
construe or interpret the provisions of this Agreement.
130
12 Entire Agreement.

This Agreement, including any designated Exhibits and Addenda, constitutes the entire
agreement between the Parties, and supersedes all prior negotiations, representations, or
135agreements, either oral or written, related to the subject matter of this Agreement.

[SIGNATURES TO FOLLOW]
13 Signatures.

____________________________ ____________________________
Signature Signature
STUDENT Sam S. Han, Ph.D., J.D.
The University of Dayton
School of Law

23 September 2008
____________________________ ____________________________
Date Date
140

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