ASU - MULTI PARTY NDA 03192025.PDF
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Multi-Party NDA v051724 NDA00005106 Page 1 of 5 Mutual Multi-Party Confidentiality Agreement This Confidentiality Agreement (“Agreement”), effective as of July 1, 2024 is between FathersMatter, Inc. (“FM”), The Emu Consultants, LLC (“EMU”), South Phoenix Healthy Start, a Maricopa County Department of Public Health program (“SPHS”), Our Mothers and Us (“OMUS”), Greater Phoenix Urban League M.A.N. C.A.V.E (“GPUL ManCave”), The State of Black Arizona (“SBAZ”) and the Arizona Board of Regents for and on behalf of Arizona State University (“ASU”) and ASU’s employee, . The parties are interested in disclosing to each other certain proprietary information for the purpose of engaging in discussions regarding a collaboration relating to the Fatherhood Support Project in Maternal and Child Health (“MCH”) with the goal of creating upstream, systemic changes in prenatal/postnatal care settings. This project will include multiple phases over the next several years. Phase 1 activities are focused on updating a father-inclusive conceptual model in a culturally congruent way in efforts to address barriers to supporting fathers in prenatal/postnatal care settings (collectively, the “Purpose”). • ASU will be disclosing certain proprietary information relating to conceptual ideas and research plan provided by ASU’s research lab related to any activity associated with the Fatherhood Support in MCH project. This includes, but is not limited to, background/rationale information, research approach, dissemination, and public health implications, and plans related to future Phases of this project (“ASU Information”). • FM will be disclosing certain proprietary information relating to any data, program information and resources collected and/or owned by FM that may be relevant and/or included in the Fatherhood Support in MCH project. This includes, but is not limited to, questionnaires, data collection, curricula, workshops, and fatherhood related program information. (“FM Information”). • EMU will be disclosing certain proprietary information relating to any data, program information and resources collected and/or owned by EMU that may be relevant and/or included in the Fatherhood Support in MCH project. This includes, but is not limited to, prior research data and findings, resources related to fatherhood support (“EMU Information”). • SPHS will be disclosing certain proprietary information relating to any data, program information and resources collected and/or owned by SPHS that may be relevant and/or included in the Fatherhood Support in MCH project. This includes, but is not limited to, questionnaires, data collection, curricula, workshops, and fatherhood related program information (“SPHS Information”). • OMUS will be disclosing certain proprietary information relating to any data, program information and resources collected and/or owned by OMUS that may be relevant and/or included in the Fatherhood Support in MCH project. This includes, but is not limited to, questionnaires, data collection (to be used as secondary data), and workshops related to fatherhood support (“OMUS Information”). • GPUL ManCave will be disclosing certain proprietary information relating to any data, program information and resources collected and/or owned by GPUL ManCave that may be relevant and/or included in the Fatherhood Support in MCH project. This includes, but is Multi-Party NDA v051724 NDA00005106 Page 2 of 5 not limited to, questionnaires, data collection, curricula, workshops, and fatherhood related program information (“GPUL ManCave Information”). • SBAZ will be disclosing certain proprietary information relating to any data, program information and resources collected and/or owned by SBAZ that may be relevant and/or included in the Fatherhood Support in MCH project. This includes, but is not limited to, prior research data and findings, resources related to fatherhood support (“SBAZ Information”). • ASU Information, FM Information, EMU Information, SPHS Information, OMUS Information, GPUL ManCave Information, and SBAZ Information are collectively referred to herein as (“Information”). Therefore, in reliance on the commitments and obligations set forth herein, the parties agree as follows: 1. This Agreement governs Information disclosed by the disclosing party to the receiving party for three (3) years from the Effective Date. The receiving party’s confidentiality obligations regarding the disclosing party’s Information received pursuant to this Agreement survive for three (3) years from the expiration date. The parties may, at their discretion, disclose their respective Information to each other. To be protected hereunder, Information must be marked confidential if disclosed in written or other tangible form. If Information is disclosed orally or visually, Information must be identified as confidential at the time of disclosure and reduced to writing, marked confidential, and transmitted to the receiving party within thirty (30) days of the initial disclosure. Upon expiration of this Agreement, any Information will, at the option of the disclosing party, either be returned to the disclosing party or destroyed. Notwithstanding the foregoing the receiving party may retain an archive copy of Information for use in the event of an audit, dispute, or regulatory purpose which use shall be solely in connection with said audit, dispute, or regulatory purpose and the receiving party shall not be required to destroy or delete copies that have become embedded in its electronic storage systems through routine backup processes. 2. The parties agree to give express advance written notice to the receiving party(-ies) prior to providing any export controlled information, technology, software, equipment or know-how so the receiving party(-ies) can take the appropriate measures. All export controlled information, technology, software, equipment or know-how furnished by the parties shall be appropriately marked as “export controlled”. All parties, including ASU, shall have the right to refuse acceptance of export controlled information. 3. The relationship between the parties is that of independent contractors, and no party is the agent, employee, partner or joint venture of any other party. Nothing in this Agreement will be construed to convey to any party any right, title or interest in any Information provided by the other party or any right, title or interest in any intellectual property of the parties, including but not limited to, processes, copyrights or patents. No license to the receiving party under any trademark, patent or copyright is either granted or implied by the conveying of Information to the receiving party. The parties will not use any service marks, trademarks, logos or other marks of any other party without the express written approval of the respective party. 4. The receiving party will not disclose Information to any third party without express written consent of the disclosing party. The receiving party will not use Information of the disclosing party in any manner except for the Purpose, and will require that its employees and agents (in Multi-Party NDA v051724 NDA00005106 Page 3 of 5 the case of ASU, including employees of Skysong Innovations, LLC, ASU’s exclusive technology transfer and intellectual property management company) who have access to such Information maintain the same in strict confidence subject to the same restrictions. By way of example, but not limitation, the receiving party will not use Information of the disclosing party in connection with any patent application, for any commercial purpose, or for the benefit of any third party. 5. If applicable, the parties will notify each other of the results of their evaluations of Information within thirty (30) days after receipt thereof. 6. The receiving party’s obligations under paragraph 4 will not apply if the receiving party can show, with convincing written evidence, that the Information of the disclosing party received hereunder: a) was already known to the receiving party prior to the time of first disclosure; or b) at the time of disclosure is in the public domain, or after the date of the disclosure, lawfully becomes a part of the public domain other than through breach of this Agreement by the receiving party; or c) is received in good faith, without any obligation of confidentiality from a third party having a legal right to disclose the same; or d) is independently developed by the receiving party by individuals without access to such Information; or e) is required to be disclosed by the receiving party pursuant to a legally enforceable order, law, subpoena, or other regulation (“Order”), provided, however, that the receiving party promptly notifies the disclosing party in advance of such disclosure and discloses only that Information necessary to comply with said Order. 7. ALL INFORMATION IS PROVIDED “AS IS” AND WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY SORT, EXPRESSED OR IMPLIED. 8. This Agreement will not be construed to create any obligation on the part of any party hereto to retain any other party’s services or to compensate any other party in any manner, except as may be set forth by a separate written agreement duly executed by authorized representatives of the respective parties hereto. 9. Notwithstanding any other provision of this Agreement to the contrary, the parties acknowledge that ASU and SPHS are public institutions and, as such, is subject to Arizona Revised Statutes (A.R.S.) §§ 39-121 through 39-127 regarding public records. Any provision regarding confidentiality is limited to the extent necessary to comply with the provisions of Arizona law. 10. The Parties acknowledge and agree that: (1) federal agencies that provide funding for research may require disclosure of contracts pursuant to Section 223 of the National Defense Authorization Act (NDAA), Section 117 of the Higher Education Act of 1965, as amended (HEA), and National Security Presidential Memorandum 33 (NSPM-33) (collectively, “Federal Disclosure Requirements”); and (2) nothing in this Agreement shall prevent ASU and SPHS from disclosing the Agreement to federal agencies pursuant to the Federal Disclosure Requirements. Multi-Party NDA v051724 NDA00005106 Page 4 of 5 11. Under ARS § 38-511, ASU or SPHS may, within three (3) years after its execution, cancel this Agreement, without penalty or further obligation to the canceling party, if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the canceling party is, at any time while the Agreement or any extension of the Agreement is in effect, an employee or agent of any other party to the Agreement in any capacity or a consultant to any other party to the Agreement with respect to the subject matter of this Agreement. Notice is also given of ARS §§ 41-2517 and 41-753. 12. The parties agree to arbitrate disputes filed in Arizona Superior Court that are subject to mandatory arbitration pursuant to ARS § 12-133. ARS § 12-1518 requires this provision in all ASU contracts. 13. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof, and no amendment or modification to this Agreement shall be valid or binding upon the parties unless made in writing and signed by each party. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronically transmitted and imaged copy signatures will be fully binding and effective for all purposes. *** Signature page to follow *** Multi-Party NDA v051724 NDA00005106 Page 5 of 5 Arizona Board of Regents for and on behalf of Arizona State University FathersMatter, Inc. Printed Name: Kristy Macdonald Printed Name: Title: Associate Director, Research Ops Title: Date: Date: The EMU Consultants The State of Black Arizona Printed Name: Printed Name: Title: Title: Date: Date: GPUL M.A.N. C.A.V.E Our Mothers and Us Printed Name: Printed Name: Title: Title: Date: Date: South Phoenix Healthy Start, a Maricopa County Dept. of Public Health program Printed Name: Title: Date: Read, Acknowledged, & Agree to comply with the terms & conditions of this agreement For And On Behalf of Maricopa County Printed Name: Dr. Kiara Lyons By: Chairman, Board of Supervisors Attest: ______________________________________ Title: Presidential Postdoctoral Scholar College of Health Solutions Clerk of The Board Date Date: ______________________________________ Approved as to Form Date