premise: Non-Disclosure  Agreement Recipient of Confidential Information Shall be: UW Oshkosh Company Both This Non-Disclosure Agreement (“Agreement”) is entered into on the date of the last signature set forth below (the “Effective Date”), between and the Board of Regents of the University of Wisconsin System on behalf of the University of Wisconsin Oshkosh, 800 Algoma Blvd, Oshkosh, WI 54901.  Each of the foregoing are hereinafter referred to as "Party" and together as "Parties." WHEREAS, the parties desire to discuss and/or exchange information regarding (insert description of proposed research, service, or material involved) (“Project”); WHEREAS, the parties wish to enter into discussions for the purpose [insert description of purpose, such as: of initiating a collaboration and developing research projects of mutual interest] (“Purpose”); WHEREAS, each party may have proprietary interests such as patentable subject matter not yet covered by a patent application, other intellectual property, or other interests which require that the information be maintained in confidence; and WHEREAS, in connection with the Project, each party may disclose to the other certain proprietary technical, procedural, or business information which the Disclosing Party desires the Receiving Party to treat as confidential as it relates to the Project; NOW THEREFORE  the parties agree as follows: 1. All information disclosed by one party to the other to evaluate the Project and/or Purpose that is designated in writing as “Confidential” at the time of disclosure or if disclosed orally is designated in writing as “Confidential” within fifteen (15) days of disclosure is “Confidential Information.”  Confidential Information does not include information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party; (b) is generally available in the public domain or thereafter becomes available to the public through no act of the Receiving Party; (c) is independently discovered by an employee, agent, or representative of the Receiving Party who had no knowledge of the Confidential Information disclosed; or 2. is made available to the Receiving Party as a matter of lawful right by a third party. 