This non-disclosure agreement - iPERFORM Center

NON DISCLOSURE AGREEMENT (One-­way Disclosing) This non-­disclosure agreement (“Agreement”) is between The University of Texas at Arlington (hereinafter called "UTA"), a State Institution of Higher Education established under the laws of the State of Texas as an institution of The University of Texas System, with an address at 701 S. Nedderman, Box 19145, Arlington, Texas 76019-­0145 and The University of Texas at Dallas (hereinafter called "UTD"), a State Institution of Higher Education established under the laws of the State of Texas as a component institution of The University of Texas System, with an address at 800 West Campbell Road, Texas 75080 (collectively sometimes “University”), and (“Recipient”), having a business address at . I. RECITALS A. Recipient wishes to receive certain trade secret, confidential and proprietary information (hereinafter collectively “Confidential Information”) pertaining to University technology, inventions and discoveries related to the NSF I/UCRC iPerform Center (“”Center”) and Assistive Technologies to Enhance Human Performance, and disclosed by, for or during a Center Industrial Advisory Board meeting as indicated on Schedule A. This exchange includes all communication of Confidential Information between or among the parties in any form whatsoever, including oral, written, visual and machine readable form, pertaining to the above, including University technology embodiment or demonstration. B. Recipient wishes to receive the Confidential Information for the sole purpose of evaluating a potential research or business relationship, and decision to join or participate as a sponsoring member of the Center (“Agreement Purpose”), and no other purpose. C. University is willing to disclose the Confidential Information and Recipient is willing to receive the Confidential Information on the terms and conditions set forth herein. Therefore, University and Recipient agree, as follows: 1. That the disclosure of Confidential Information by University is in strictest confidence and thus Recipient will: a. (1) Not disclose to any other person the Confidential Information and (2) use at least the same degree of care to maintain the Confidential Information secret as the Recipient uses in maintaining as secret its own secret information, but always at least a reasonable degree of care;; and (2) Not disclose such Confidential Information to any third parties or to use, duplicate, reproduce, copy, distribute, or otherwise disseminate such Confidential Information, except as permitted pursuant to this Agreement. b. Use the Confidential Information only for the Agreement Purpose: specifically, but without limitation, Recipient will not use any of the Confidential Information for any commercial purpose or development of any products or technology, and shall not use or attempt to practice any technology, invention or discovery arising from or disclosed in the Confidential Information, or any Page 1 of 8 part thereof, without first entering into an agreement with University, UTA and/or UTD as the case may be, permitting such use or practice;; c. Restrict disclosure of the Confidential Information solely to those employees of Recipient having a need to know such Confidential Information in order to accomplish the Agreement Purpose;; d. Advise each such employee, before he or she receives access to the Confidential Information, of the obligations of Recipient under this Agreement, and require each such employee to maintain those obligations;; e. Within thirty (30) days following request of University, UTA and/or UTD as the case may be, return to University, UTA and/or UTD as the case may be, all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Confidential Information, or confirm to University, UTA and/or UTD as the case may be, in writing, the destruction of such materials;; and f. Immediately upon sale of Recipient or merger of Recipient with a third party, return to University all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Confidential Information, or confirm to University, in writing, the destruction of such materials. 2. This Agreement imposes no obligation on Recipient with respect to any portion of the Confidential Information received from University which (a) information which is in the public domain prior to the Recipient's receipt thereof from the University, or which subsequently becomes a part of the public domain other than by the Recipient's negligence or wrongful act;; (b) information which was or is disclosed to the Recipient by a third party having the legal right to make such disclosure, or which the Recipient can establish was in its lawful possession and not under an obligation of confidentiality prior to its receipt from the University;; (c) information which the Recipient can establish was independently developed without breach of, as a result of, or connected with, this Agreement, or which is already known by Recipient and not under an obligation of confidentiality, or which Recipient proves was or is developed by Recipient and in its possession prior to the first receipt directly or indirectly of information from University;; or (d) information to the extent it is requested to be disclosed pursuant to legal requirements, including but not limited to a formal government information request, a subpoena or a court order. If Confidential Information is requested pursuant to (d) above, Recipient shall notify the University as soon as is reasonably practical, before compliance, so that University at University expense may seek such legal remedies to prevent or limit disclosure as the University may desire. Recipient agrees to cooperate with University. In the event that such protective order or other remedy is not obtained, or that University waives compliance with the provisions hereof, Recipient and its employees and agents agree to furnish only that portion of the Confidential Information of University which is legally required to be furnished. Furthermore, such Confidential Information shall continue to be considered and treated by the Recipient as Confidential Information for all other purposes. Confidential Information required to be so disclosed shall not be deemed part of the public domain by virtue of such disclosure. 3. Confidential Information disclosed by University includes, but is not limited to, the content of listed technology items set forth in Schedule A attached hereto. Schedule A is incorporated herein by reference. Recipient hereby acknowledges receipt of the items listed in Schedule A. Notwithstanding the foregoing, poster presentations, physical information and any device and Page 2 of 8 technology samples disclosed and demonstrations made by University for any form of technology embodiment related to the Center are confidential, whether marked or not. 4. The Confidential Information shall remain the sole property of University, UTA and/or UTD as the case may be. 5. UNIVERSITY DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO AND DOES NOT WARRANT ANY INFORMATION PROVIDED UNDER THIS AGREEMENT, BUT SHALL FURNISH SUCH IN GOOD FAITH. WITHOUT RESTRICTING THE GENERALITY OF THE FOREGOING, UNIVERSITY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE INFORMATION WHICH MAY BE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. UNIVERSITY SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM RECEIPT OR USE OF THE INFORMATION BY THE COMPANY. 6. Recipient shall comply with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this Agreement, including United States laws and regulations controlling the export of materials and information including technical data, plans, drawings, know-­how, computer software, laboratory prototypes and other items. 7. In the event of a breach or threatened breach or intended breach of this Agreement by Recipient, University, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to seek preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach, or requiring specific performance of the Recipient’s obligations hereunder, even if monetary damages are available and readily quantifiable and without proof of actual damage. 8. The validity, construction, and performance of this Agreement are governed by the laws of the state of Texas, without regard to its principles of conflict of laws, and suit shall be brought in a Texas court of competent jurisdiction to enforce the terms of this Agreement. 9. The rights and obligations of the parties under this Agreement may not be sold, assigned or otherwise transferred. This Agreement shall not be amended or modified without mutual consent of the Parties to such amendment or modification. 10. If any litigation or other legal proceeding relating to this Agreement occurs, the prevailing party shall be entitled to recover from the other party (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorney’s fees, incurred in the proceeding. Recipient and University specifically agree that (i) neither the execution of this Agreement by University, UTA and/or UTD as the case may be, nor any other conduct, action or inaction of any representative of University, UTA and/or UTD as the case may be, relating to this Agreement constitutes or is intended to constitute a waiver of University’s or the state's sovereign immunity to suit and (ii) University has not waived its right to seek redress in the courts. 11. This Agreement is binding upon University and Recipient, and upon the directors, officers, employees and agents of each. This Agreement is effective as of the latest date of execution or April 7, 2015, whichever is earlier, and will continue indefinitely, unless terminated on thirty (30) Page 3 of 8 days written notice by either party. However, Recipient’s obligations of confidentiality and restrictions on use of Confidential Information disclosed by University, and all related remedies of the University for breach thereof, shall survive expiration or termination of this Agreement. 12. This Agreement constitutes the entire and only agreement between the Parties for the confidentiality of Confidential Information related to the Agreement Purpose. Nothing herein requires either Party to proceed with any proposed transaction or relationship in connection with which the Confidential Information may be disclosed. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, including those counterparts signed and transmitted in pdf format or by electronic transmission, and shall have the binding and legal effect of an original, singly signed document. THE UNIVERSITY OF TEXAS AT THE UNIVERSITY OF TEXAS AT ARLINGTON DALLAS Authorized Signature: Authorized Signature: By: _________________________ By: _________________________ Name: Name: Title: Title: Date: _________________________ Date: _________________________ APPROVED AS TO CONTENT: APPROVED AS TO CONTENT: By: _________________________ By: _________________________ Fillia Makedon, Center and Site Ovidiu Daescu Director, and Jenkins Garrett Associate Department Head and Distinguished Professor, Computer Professor at the Department of Science and Engineering Department Computer Science Date: _________________________ Date: _________________________ RECIPIENT By: _________________________________________ Name: ______________________________________ Title: _______________________________________ Date: _______________________________________ Page 4 of 8 Schedule A Confidential Information disclosed by University includes, but is not limited to, the UTA and UTD project presentations, and poster and demo session set forth in this Schedule A. Page 5 of 8 Schedule A Friday, October 9, 2015
2st Semi-Annual Industrial Advisory Board Meeting of the NSF I/UCRC iPerform Center
Assistive Technologies to Enhance Human Performance
Synergy Park North, 3000 Waterview Parkway, Richardson, TX, 75080
[https://goo.gl/maps/eBnaWRQpaeT2]
Main Room [SPN 1.121] & NSF Meeting Room [SPN 1.107]
**Industry Representatives are recommended to bring their own laptops in order to access the LIFE forms online.
7:30-8:00a
Participant Registration & Breakfast
8:00-8:30a
Welcome Remarks
Fillia Makedon, Center Director & UT Arlington Site Director
Ovidiu Daescu, UT Dallas Site Director
Dr. Khosrow Behbehani, Dean of College of Engineering, UT Arlington
Dr. Mark Spong, Dean of College of Engineering & Computer Science, UT Dallas
Dr. Gopal Gupta, Dept. Head of Dept. of Computer Science, UT Dallas
Dr. Hong Jiang, Chair of Computer Science & Engineering Dept., UT Arlington
8:30-8:45a
Participant Introductions
8:45-9:15a
Presentations by NSF I/UCRC Officers and Center Evaluator
Dr. Alex Schwarzkopf, NSF I/UCRC Program Manager (TBC)
Dr. Dmitri Perkins, NSF I/UCRC Program Director
Dr. Dee Hoffman, NSF I/UCRC Center External Evaluator
9:15-9:30a
Break and Poster Session of Newly Proposed Projects
9:30-11:15a
Reports of Ongoing Projects
15min talk with discussion
9:30 - 9:45a
Framework for Full-Body VR Training Applications
Ryan McMahan & C. Eubanks (UT Dallas)
9:45 - 10:00a
VR for Upper Extremity Rehabilitation
Shawn Gieser & James LePage (UT Arlington & VANTHCS)
10:00 - 10:15a
Audio Event Detection
Yang Liu; presented by Chen Li (UT Dallas)
10:15 - 10:30a
Robotic Based Rehabilitation
Alex Lioulemes & Fillia Makedon (UT Arlington)
10:30 - 10:45a
Smart Shoe Platform
Dinesh Bhatia (UT Dallas)
10:45 - 11:00a
Personalized & Adaptive Interaction Systems
Kostas Tsiakas; presented by Mike Papakostas (UT Arlington)
11:00 - 11:15a
Genetic Algorithm-Based Test Generation for Software Product Line
Eric Wong; presented by Xuelin Li (UT Dallas)
Page 6 of 8 Schedule A 11:15-11:45a
Presentations by Universities Interested in Joining the iPerform Center
11:15 - 11:25a
Northeastern University, Boston, MA
Prof. Taskin Padir
11:25 - 11:35a
University of South Florida
Prof. Stephanie Carey
11:35 - 11:45a
University of Texas at San Antonio
Prof. John Quarles
11:45-1:10p
Lunch Break and Poster Session of Newly Proposed Projects
1:10-2:40p
New Project Proposals
15min talk with discussion
1:10 - 1:25p
Framework for Assistive Portable Augmented Reality Applications
Ryan McMahan (UT Dallas)
1:25 - 1:40p
Wearables for Human-Robot Cooperation
Chris McMurrough (UT Arlington)
1:40 - 1:55p
Continuous Monitoring of Speech Activity During Regular Daily Activities
Carlos Busso (UT Dallas)
1:55 – 2:10p
Multimodal Sentiment Analysis
Michalis Papakostas, Vangelis Karkaletsis, Fillia Makedon (NCSR & UT Arlington)
2:10 - 2:25p
Smart Materials-Based Design and Manufacturing of Robotic Systems for Exoskeleton and
Prosthetics
Yonas Tadesse (UT Dallas)
2:25 - 2:40p
Co-Assess: An Assessment and Intervention System for Executive Function Disorders
Fillia Makedon & Vassilis Athitsos (UT Arlington)
2:40-2:55p
Break and Poster Session of Newly Proposed Projects
2:55-3:30p
LIFE Form Review & Discussion for IAB Members
3:30-4:00p
Industry Needs and Feedback on Center Research
4:00-4:30p
NSF Closed Session with Industry
4:30-4:45p
Summary & Closing Remarks, Adjourn
iPerform Industry Members:
(1) Bosch; (2) Texas Instruments, Inc.; (3) Raytheon; (4) National Institute of Standards and Technology;
(5) National Center for Scientific Research – Demokritos; (6) Barrett Technology, Inc. (7) Agillaire, Inc.;
(8) Dallas Veteran Affairs Research Corp. (VANTHCS);
Page 7 of 8 Schedule A List of Posters of Newly Proposed Projects
1. Objective Assessment of the Progression of Parkinson Disease by Analysis of Facial Expression
Naimeh Sadoughi & Carlos Busso (UT Dallas)
2. Smart Shoe Platform
Dinesh Bhatia (UT Dallas)
3. Multifunctional Coatings for Performance Improvement of Dental and Orthopedic Implants
Izabelle de Mello Gindri, Danyal Siddiqui & Danieli Rodrigues (UT Dallas)
4. Converting Mobile App. UI Designs to Code with pixeltoapp.com
Siva Natarajan Balasubramania & Christoph Csallner (UT Arlington)
5. Easy-To-Use, General, and Accurate Multi-Kinect Calibration and its Application to Gait Monitoring for Fall Prediction
Aaron Staranowicz, C. Ray & Gian-Luca Mariottini (UT Arlington)
6. RescueMe: A Sensor-Based System to Recognize and Predict Risks for Seniors with Dementia
Maher Abujelala, Michalis Papakostas & Fillia Makedon (UT Arlington)
7. EyeOn: A Wireless Communication System for Activity Monitoring of Seniors with Dementia
Theodora Toutountzi, Chris Collander, Caleb Gentry, Eric Becker, Dimitrios Zikos & Fillia Makedon (UT Arlington)
8. iCare4u: A Personalized Virtual Coach and Serious-Games Assessment Framework
Alexandros Lioulemes, Benjamin Chebaa, Dylan Ebert, Dimitrios Zikos & Fillia Makedon (UT Arlington)
9. Point-of-Gaze Estimation for Control of Assistive Robotic Devices
Christopher McMurrough & Scott Phan (UT Arlington)
10. Augmented Reality for Human Robot Cooperation
Christopher McMurrough & Scott Phan (UT Arlington)
11. Co-Assess: An Assessment and Intervention System for Executive Function Disorders
Fillia Makedon & Vassilis Athitsos (UT Arlington)
12. MyArms: A Novel System for Immersive VR Interaction
Dylan Ebert & Fillia Makedon
13. TOONLAND: An Immersive VR Game for Vocational Training and Assessment
Sanika Gupta & Fillia Makedon
14. Artificial Hand for Robots and Prosthetic Device
Abhijeet Narwal, Lokesh Saharan, Lianjun Wu & Yonas Tadesse (UT Dallas)
15. Hybrid Energy Harvesting Device
Armita Hamidi, Seethal Jayasankar & Yonas Tadesse (UT Dallas)
16. Low-Cost Humanoid Robots for Homecare
Akshay Potnuru, Mohammad Akram & Yonas Tadesse (UT Dallas)
17. Design and Implementation of Rehabilitative Powered Lower-Limb Orthoses
Calvin Stence, Hanqi Zhu & Robert Gregg (UT Dallas)
Page 8 of 8