【正文】 ent. This is merely an outline of possible contract terms for discussion purposes only. This is being signed in order to enable the Possible Buyer to apply for financing of the purchase price. This letter of intent is confidential and shall not be disclosed to anyone other than the parties and their employees, attorneys and accountants and the possible lenders of the Possible Buyer. The terms of the transaction being discussed are attached hereto, but the terms (and the possible sale itself) are not binding unless and until they are set forth in a written contract signed by Possible Seller and Possible Buyer. The word shall is used in the attached terms only as an example of how a contract might read, and it does not mean that the attached terms are or ever will be legally binding.____________________________ ____________________________________________________witnesses____________________________ ____________________________________________________Witnesses（合同意向書范本）潛在資產(chǎn)出讓合同意向書letter of intent for possible contract for assets潛在賣方：_____________________________潛在買方possible buyer：_____________________________交易事項business：_____________________________日期：______________, 20_____本意向書不具有約束力，所包含之條款有待上述潛在賣方與買方就可能發(fā)生之交易（本處應(yīng)指“資產(chǎn)出讓”）進行磋商。本次磋商之交易條款隨附其后，但是除非且直到潛在的買賣雙方簽署書面協(xié)議，這些條款（及潛在賣方自身）將不具有約束力。s project staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of University.University will not use the name of Sponsor, nor any employee of Sponsor, in any publicity, advertising, or news release without the prior written approval of Sponsor..University represents that it has adequate liability insurance責(zé)任險, such protection being applicable to officers, employees, and agents while acting within the scope of their employment by University.The University has no liability insurance policy as such that can extend protection to any other person. INTELLECTUAL PROPERTY.“Background Intellectual Property” means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and puter software.Both parties agree to provide the Background Intellectual Property necessary to plete the objectives of the project.Both parties shall retain 保留保持all rights to their respective Background Intellectual Property provided for this purpose.Neither party shall assume any rights in the other party’s Background Intellectual Property provided for this project other than the right to use said Background Intellectual Property to achieve the objectives of this project. INTELLECTUAL PROPERTY.“Project Intellectual Property” means the legal rights relating to inventions (including Subject Inventions as defined in 37 CFR 401), patent applications, patents, copyrights, trademarks, mask works, trade secrets and any other legally protectable information, including puter software, first made or generated during the performance of this Agreement.Ownership of Project Intellectual Property shall vest in the party whose personnel conceived the subject matter and diligently pursued reducing the subject matter to practice, and such party may perfect legal protection therein in its own name and at its own expense.Jointly made or generated Project Intellectual Property shall be jointly owned by the Parties unless otherwise agreed in writing.The Parties agree to disclose to each other, in writing, each and every Invention which may be patentable or otherwise protectable under the United States Patent laws in Title 35, United States Code.The Parties acknowledge that they will disclose Inventions to each other and the awarding agency within two (2) months after their respective inventor(s) first disclose the invention in writing to the person(s) responsible for patent matters of the disclosing party.All written disclosures of such Inventions shall contain sufficient detail of the invention, identification of any statutory bars, and shall be marked confidential, in accordance with 35 . 205.Sponsor shall receive the first option to negotiate for a license to mercialize the Project Intellectual Property of University, subject to any rights of the Government therein.Sponsor is hereby granted an exclusive option to negotiate the terms for a license to Project Intellectual Property of University, for an initial option period of three (3) months after such invention has been reported to Sponsor.The terms of subsequent licensing agreements for University owned and/or Jointly owned Intellectual Property will be negotiated in good faith and by mutual agreement by the Parties to this Agreement.During the term of this Agreement, and for a period of five (5) years thereafter, each party will maintain in confidence all confidential Background Intellectual Property and Project Intellectual Property of a party, as well as all other Confidential Information of a party disclosed by that party to the other in connection with this Project.Neither party will use, disclose or grant use of such Confidential Information except as required to perform under this Agreement.Each party will use at least the same standard of care as it uses to protect its own Confidential Information to insure that students, interns, employees, agents and consultants do not disclose or make any unauthorized use of such Confidential Information.Any student, intern, employee, agent or consultant of the receiving party must be notified of the restrictions on the use of the disclosing party’s Confidential Information and must agree with those restrictions before being allowed access to the Confide