Data Sharing Agreement - University of Notre Dame - Better Paving Practices through Data Analysis and Modeling

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(b) It is understood that Notre Dame retains the right to use for its own purposes any techniques to gather data, conduct research, or formulate solutions developed in the course of working on the Project, and, subject to its obligations under Section 5, Confidentiality, Notre Dame reserves the right to use the results of any research conducted under this Agreement for its own teaching, research, and publication purposes. Notre Dame and its employees shall have the right, consistent with academic standards, to publish the results of research performed under this Agreement, provided such publication does not disclose Confidential Information of City. Notre Dame agrees that, prior to submission of a manuscript describing the results for publication, Notre Dame shall forward to the City a copy of the manuscript to be submitted and shall allow the City 30 days to determine whether a patent application or other intellectual property protection should be sought prior to publication in order to protect the City's proprietary interest in any product or invention developed in connection with this Project. In addition, with reasonable justification, Notre Dame agrees to withhold such publication an additional 60 days, if required, to obtain patent protection. At this time Notre Dame shall be free to submit the manuscript and publish results in any manner consistent with academic standards. 5. CONFIDENTIALITY. (a) In performance of this Agreement the Parties may disclose to each other, either in writing or orally, information which the disclosing Party deems to be proprietary and/or confidential (hereinafter, "Confidential Information"). Confidential Information shall consist of (i) written information clearly marked as "proprietary" or "confidential" and (ii) oral information reduced to writing within thirty (30) days of oral disclosure and clearly marked as "proprietary" or "confidential." Confidential Information shall be maintained in confidence during the term of this Agreement and for a period of two (2) years following the termination or expiration of this Agreement, except to the extent that it is required to be disclosed by law, regulation or judicial or administrative process. Parties acknowledge that all records are subject to disclosure under Indiana Code 5-14- 3. Receiving Party shall use Confidential Information solely for the purposes of this Agreement. Each Party shall protect the other Party's Confidential Information from disclosure using at least the same degree of care as it uses to protect its own confidential information. The disclosure of Confidential Information to the receiving Party shall not of itself be construed as a grant of any right or license with respect to the information. In the event the receiving Party is required by law, regulation or judicial or administrative process to disclose any Confidential Information, the receiving Panty will promptly notify the disclosing Party in writing, if permitted by law, prior to making any such disclosure in order to facilitate the disclosing Patty's seeking of a protective order or other appropriate remedy from the appropriate body. (b) Confidential Information does not include information which receiving Party can demonstrate and document: (i) was in its knowledge or possession prior to receipt from disclosing Party; (ii) was public knowledge or becomes public knowledge through no fault of receiving Party; (iii) is or has been properly provided to receiving Party by an independent third party who has no obligation of confidentiality to disclosing Party; (iv) is thereafter independently developed by 2