research on behalf of, the Organization. Advisor agrees Advisor will not perform, and will not be obligated under this Agreement to perform, any Services under this Agreement in a manner which conflicts with applicable policies of the Organization. Specifically, Advisor agrees that Advisor will avoid using any facilities or resources of the Organization in performing the Services hereunder where the use of such facilities or resources would conflict with Advisors obligations under this Agreement.
(b) If Advisor is required by the Organization, pursuant to applicable guidelines or policies, to make any disclosure or take any action that conflicts with the Services being provided by Advisor hereunder or that is contrary to the terms of this Agreement, Advisor will promptly notify the Company of such obligation after Advisor becomes aware, specifying the nature of such disclosure or action and identifying the applicable guideline or policy under which disclosure or action is required, prior to making such disclosure or taking such action.
(c) Attached to this Agreement as Exhibit A is a current version of Stanford University Requirements for Faculty Activities and Agreements (as amended from time to time by Stanford, the Uniform Provisions). The Parties hereto agree that the Uniform Provisions are an integral part of this Agreement and this Agreement shall have no force or effect unless the Uniform Provisions are signed by both Parties. In the event of any conflict between this Agreement and the Uniform Provisions, the Uniform Provisions shall govern.
of Companys Rights; Nondisclosure.
Advisor recognizes that the Company is engaged in a continuous program of research and development respecting its present and future business activities. Advisor agrees as follows:
(a) At all times during the term of Advisors association with the Company and thereafter, Advisor will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Proprietary Information (defined below), except to the extent such disclosure, use or publication may be required in direct connection with Advisors performing requested Services or is expressly authorized in writing by a manager of the Company.
(b) The term Proprietary Information means any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company that are provided to or learned by Advisor under this Agreement or otherwise in the course of providing Services whether before or after the Effective Date. By way of illustration but not limitation, Proprietary Information includes without limitation: (i) inventions, ideas, samples, media, molecules and/or compounds and procedures and formulations for producing any such samples, media and/or molecules and/or compounds, processes, formulas, data, know-how, improvements, discoveries, developments, designs and techniques; (ii) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (iii) information regarding the skills and compensation of employees or other consultants of the Company.
(c) In addition, Advisor understands that the Company have received and in the future will receive from third parties confidential or proprietary information (Third Party Information) subject to a duty on the Companys part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Advisors association with the Company and thereafter, Advisor will hold Third Party Information in the strictest confidence and will not disclose or use Third Party Information, except in connection with Advisors performing requested Services, or as expressly authorized in writing by a manager of the Company.