Confidentiality AgreementCode of Conduct
In promoting excellent standards for animal welfare, science and scientific peer review, individuals engaged in review activities on behalf of Morris Animal Foundation agree to at all times conduct themselves in a manner that:
Supports the goals and objectives of furthering research to improve animal health through fair, impartial, and uniform review
Brings credibility and goodwill to the Morris Animal Foundation, and takes no action nor creates any perception that may bring discredit to the good name and credibility of the Morris Animal Foundation
Demonstrates respect for all individuals
Respects and considers diverse and opposing viewpoints
Demonstrates due diligence for preparation and participation in Advisory Board meetings, and,
Avoids real or perceived conflict of interest.
Should an individual refuse to abide by the code of conduct agreement, or act in a disruptive manner during meeting proceedings, they may be suspended from ongoing or future service to the Foundation pending determination of action by Morris Animal Foundation staff.
Confidentiality Agreement
Please review the statement below and sign off that you agree to the terms of the Confidentiality Agreement.
If you agree to the terms, please answer “Yes”.
If you do not agree to the terms, please answer “No” and contact us at grantreviews@morrisanimalfoundation.org
This confidentiality agreement supersedes all prior confidentiality agreements for review of proposals on behalf of Morris Animal Foundation
This Scientific Review Non-Disclosure Agreement (this "Agreement") is made by and between Morris Animal Foundation, a Colorado non-profit corporation (“MAF”), and the prospective scientific and/or animal welfare reviewer identified below ("Reviewer"). For good and valuable consideration, the parties hereto, intending to be legally bound, hereby agree and contract as follows:
PURPOSE. MAF seeks independent reviews of proposed, ongoing, or completed research projects to make informed decisions on science, animal welfare considerations and related grantmaking matters. MAF has engaged the Reviewer to provide this feedback within a defined scope (“Project”). The Reviewer desires to participate in the project and to receive the personal and professional benefits associated with such participation.
CONFIDENTIAL INFORMATION. The Reviewer understands and acknowledges that during the course of the Project, he or she will have access to and learn about (a) confidential and proprietary research and investigations that have been or will be conducted by or for MAF, including documents, materials, data and other information, in tangible and intangible form, whether prepared by MAF or its contractors, partners, or advisors, relating to the Project, (b) the tools, systems and methodologies developed by or for MAF to evaluate and review research projects, and (c) the reviews, reports, executive summaries, conclusions, evaluations, studies, data and analyses, in tangible and intangible form, provided by MAF to the Reviewer in connection with the Project (all of the foregoing collectively, "Confidential Information"). The Reviewer further understands and acknowledges that the Confidential Information of MAF may include financial, business, scientific and technical information, unpublished research, invention disclosures and unpublished patent applications.
OWNERSHIP OF CONFIDENTIAL INFORMATION. As between the parties, all Confidential Information disclosed to the Reviewer by MAF shall remain the sole and exclusive property of MAF, or their respective licensors, consultants and contractors. The Reviewer expressly acknowledges and agrees that no right or license with respect to the Confidential Information is granted hereby, and none may be inferred from the provisions of this Agreement.
NON-DISCLOSURE.
The Reviewer agrees (a) to use the Confidential Information solely for the Project and for no other purpose, (b) to treat all Confidential Information as confidential and not to disclose it, in whole or in part, to any third party without the prior written approval of MAF, and (c) to keep and maintain the Confidential Information in a safe and secure place with adequate safeguards to insure that unauthorized persons do not have access to the Confidential Information. The obligations in this Section apply to any Confidential Information furnished to the Reviewer by or for MAF both before and after the Effective Date. The term "Confidential Information" does not include information that the Reviewer can establish by documentation (i) was already known to the Reviewer, other than under an obligation of confidentiality, at the time of disclosure by MAF; (ii) was part of the public domain at the time of its disclosure by MAF and readily ascertainable in substantially the same usable form; (iii) became part of the public domain after its disclosure by MAF, other than through any act or omission of the Reviewer in breach of this Agreement; (iv) was disclosed to the Reviewer by a third party that had no obligation not to disclose such information to others; or (v) was independently developed by the Reviewer.
ADDITIONAL SAFEGUARDS. The Reviewer shall, in addition to the foregoing obligations, treat and protect all Confidential Information in the same manner as he or she would treat and protect his or her own confidential and proprietary information, and shall in no event treat the Confidential Information with less than reasonable care. Any oral discussions between or among MAF and their consultants and contractors, on the one hand, and the Reviewer, on the other hand, that relate to the Confidential Information shall be kept secret and confidential and are deemed to be Confidential Information.
REQUIRED DISCLOSURE. If Confidential Information is required to be disclosed by the Reviewer by law, regulation, governmental or regulatory authority, such Confidential Information may be disclosed pursuant to such requirement so long as the Reviewer provides MAF with written notice of the disclosure, to the extent such notice is permitted by law, within a reasonable time after receipt of notice of the required disclosure and, upon request of MAF, shall seek to obtain confidential treatment of such information.
TERMINATION. This Agreement shall terminate upon the earlier of (a) five years after this agreement date, or (b) the written request of MAF. Upon termination of this Agreement, the Reviewer shall, at the sole option of MAF, either (i) promptly return to MAF, or (ii) destroy in a manner acceptable to MAF, all documents, spreadsheets and other record-bearing media, including copies thereof, that contain or evidence Confidential Information. Upon the termination of this Agreement, the obligations set forth hereunder shall continue in effect for a period of five (5) years, except that the obligations with respect to any information that constitutes a trade secret shall continue in effect for so long as the information remains a trade secret, and the provisions set forth in Section 3 hereof regarding ownership shall continue in effect for so long as necessary to give full effect thereto.
NOTICE OF UNAUTHORIZED USE. Upon his or her discovery of any unauthorized disclosure or use of any of the Confidential Information, the Reviewer shall immediately notify MAF of the same, and shall cooperate with MAF to regain possession or prevent further unauthorized disclosure or use of the Confidential Information.
REMEDIES. The Reviewer acknowledges that any breach, or threatened breach, of this Agreement may give rise to irreparable harm to MAF for which money damages alone would not be an adequate remedy. The Reviewer agrees that, in addition to MAF’s other remedies, all of which are expressly reserved, MAF shall be entitled to enforce the provisions of this Agreement by injunction and seek other equitable relief without the necessity of posting bond or proving the inadequacy of money damages as a remedy. If MAF employs attorneys to enforce any rights arising out of or relating to this Agreement, MAF shall be entitled to recover reasonable attorneys' fees and costs.
LIMITED EFFECT. The parties to this Agreement are independent contractors. This Agreement shall not (a) impair or in any way diminish the right of either party to enter into contracts or arrangements with any third party, either during the term of this Agreement or after its termination, or (b) create any agency, partnership, employer-employee or fiduciary relationship between the parties.
WAIVER. No waiver of any provision of this Agreement, nor any consent to or approval of any departure from this Agreement, shall be effective unless it is in writing and signed by MAF. Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given. Neither the failure of MAF to enforce, nor the delay of MAF in enforcing, any condition, provision or part of this Agreement at any time shall be construed as a waiver of that condition, provision or part or forfeit any rights to future enforcement thereof.
CONCLUDING PROVISIONS. This Agreement: (a) shall be governed by and construed in accordance with the laws of the State of Colorado without giving effect to its principles or rules of conflict of laws; (b) may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument; (c) may be amended or supplemented only by written instrument signed by the parties hereto; (d) shall not be assigned by the Reviewer without the prior written consent of MAF; (e) shall be binding upon the respective successors, trustees and permitted assigns of the parties hereto; (f) is the product of negotiation and shall not be deemed to have been drafted by either party; (g) shall remain valid and enforceable despite the holding by any court or arbitrator that any specific provision is invalid or unenforceable, except for such specific provision; and (h) constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect thereto. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."