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It sets the meaning of Confidential Information, including business, technical, financial, customer, and patient-related data, while also listing exclusions such as prior knowledge, public availability, written approval for release, lawful third-party receipt, and independent development. The agreement restricts use and further disclosure to authorized Representatives and addresses confidentiality of proposals.","Mutual Confidentiality and Nondisclosure Agreement\nThis Mutual Confidentiality and Nondisclosure Agreement (the “NDA”) is made on this [DATE] by and between Rowan University, a public research university within the system of Higher Education in the State of New Jersey, having its principal administrative offices located at 201 Mullica Hill Road, Glassboro, New Jersey 08028 (“Rowan”) and [PARTY NAME], with an office located at [ADDRESS] (“Party”).  Rowan and Party are referred to herein each individually as a “party” and collectively as the “parties”.\nRowan and Party, the parties to this NDA, wish to explore a business opportunity with one another (hereinafter, the “Purpose”) under which both Rowan and Party may disclose their Confidential Information (as defined herein) to one another.  Each party acknowledges that the other party has already released, or is prepared to release, certain detailed information regarding their internal business operations, and/or the business operations of their Subsidiaries and Affiliates, which each party considers to be proprietary and confidential.\nNOW, THEREFORE, in consideration for the current or prospective business relationship between the parties and/or each party disclosing to the other their Confidential Information, and other promises and mutual agreements hereinafter contained, each party hereby agrees to keep such Confidential Information confidential and to maintain such confidence on the following terms.\n“Confidential Information” means any written or unwritten, non-public information of a party, its Subsidiaries, or its Affiliates, including, without limitation, the fact of negotiations between the parties relative to the Purpose; the terms of any negotiations or agreements between the party in connection with the Purpose, the fact of, or the existence of, this NDA; trade or business secrets, plans, strategies, technical information, business information, reimbursement information, sales information, marketing information, third party payor contract or pricing information, patient data, patient statistics budgets, financial data, financial statements, customer-buying patterns, algorithms, customer and potential customer lists and identities, tax returns, work sheets, records and other data relating to methods of operation, product sales plans, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other trade secrets or proprietary ideas, whether or not protectable under patent, trademark, copyright or other areas of law, any other business information, and any other information marked or disclosed as being confidential information, or by the circumstances of its disclosure should be reasonably understood as being confidential information, which is shared between the parties in writing or orally during the term of this NDA or which may have been shared by the parties in connection with the Purpose prior to the execution of this NDA.\nExclusions to Confidential Information. 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