Non-Disclosure Agreement for Personnel Related to Industry-Academy Cooperation

When handling affairs related to the industry-academy cooperation between the National Taipei University of Nursing and Health Sciences (the “University”) and the following industry-academy institution, to maintain the confidentiality of the R&D achievements, the contracting party agrees to strictly adhere to the following requirements of the Agreement and has confirmed the attribution status of intellectual property right’s interest with the University is as follows:

Industry-Academy Cooperation Institution: Shin Kong Wu Ho-Su Memorial Hospital (full name).

Industry-Academy Cooperation Project: (full name)

The “R&D achievements” refer to patents, copyrights, integrated circuit layout, business secrets, computer software, know-how, other technical data, and other intellectual property rights generated from the cooperation project in the preceding clause. The attribution of the intellection property rights of the R&D achievements in the preceding clause shall be subject to the Patent Act, Copyright Act, Business Secret Act, and other relevant laws and regulations related to intellectual property rights; however, the property rights are attributed to the University, and the personality rights are attributed to the inventors. The University may make relevant disposals based on the property rights owned in accordance with the laws.

“Know-hows” refer to all business, technical, or production secrets that are not disclosed related to the project and are marked with “confidential,” “limited access,” or other synonyms, or unmarked objects, documents, and data that shall be deemed confidential based on the rules and regulations of the University or general business and legal concepts.

The contracting party guarantees that he/she will perform its obligation to maintain strict confidentiality during the term of office and after resignation. If the contracting party is a student, he/she guarantees that he/she will perform its obligation to maintain strict confidentiality during the studying period and after graduation or dropping out. Without the written consent of the University, the contracting party will not allow another third party to learn or hold any R&D achievements or know-how of the University or inventors by any means and will not use or allow a third party to use any R&D achievements or know-hows of the University or inventors by any mean.

The contracting party agrees to fulfill the obligations of care and preservation of a good administration and adopt necessary measures to protect the R&D achievements or know-how of the University or inventors that he/she learned or held to maintain their confidentiality.

If the University or inventors disclose such R&D achievements or know-how to the public or cancel its confidentiality status, the contracting party will concurrently be released from the confidentiality responsibility regarding such R&D achievements or know-how.

If the contracting party resigns or (if the contracting party is a student) no longer engages in any research due to leaving the laboratory, apart from personal items, he/she shall return all objects and information (whether recorded in any storage media) of the University or licensed to the University by any third party in his/her custody to the University, regardless of originals or copies, and shall not keep any of them privately. Also, the contracting party shall immediately return them to the University or persons designated by the University; the same shall apply when the University require the contracting party to return them.

Without written authorization from the prior employer, the duties and behaviors of the contracting party at the University shall not quote or use any exclusive know-how owned by his/her former employer on a document with text on the reverse side. Furthermore, he/she guarantees that he/she will not disclose the R&D achievements or know-how of others without legal authorization that would result in the use by the University or by himself/herself for duties.

The contracting parties shall inform the confidentiality obligation he/she assumes for others according to laws and regulations or contracts before executing the Agreement.

If the contracting party violates the requirements of the Agreement, apart from terminating the recruitment or employment relationship between both parties, the University may request the contracting party to compensate damages that occurred to the University thereof or, in combination, pursue legal actions regarding the responsibility of leaking such secrets.

Confidentiality obligations assumed by the contracting party due to the Agreement will not lose their effects due to the termination, cancellation, invalidity, or non-establishment of the recruitment or employment relationship between both parties. If the contracting party is a student, confidentiality obligations will not lose their effects due to graduation or dropping out.

If the clauses of the Agreement are partially invalid or not enforceable, the effects of other clauses shall sustain.

For disputes arising from the Agreement, the contracting party has agreed to negotiate with the University on an arm-length basis. If an agreement cannot be reached through negotiations, it agrees that Taipei Shilin District Court shall be the governing court for the first instance.

If there is no agreement on confidentiality obligations in the industry-academy cooperation contract, Clauses 4, 5, 6, 7, 9, 10, 12, and 14 in the Agreement will not become effective.

Signature and seal of contracting party:

Department of service/title:

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