CONFIDENTIALITY AGREEMENT
This CONFIDENTIALITY AGREEMENT is entered into as of __________________________,
by and between _________________________________________________
hereinafter called Disclosing Party with its principal place of business, residence
at _________________________________________________
and _________________________________________________
hereinafter called Disclosee with its, his, her place of business, residence
at _________________________________________________
In consideration of collaborative benefits from disclosure of Confidential
Information (as defined below) to each other, which each party acknowledges
to be good and valuable consideration for its obligations hereunder,
each party hereby agrees as follows:
1 Purpose. The sole and limited purpose for which the disclosures
hereunder are being made is to disclose Ideas and Concepts of mutual
interest to the Disclosing Party and to the Disclosee for the purpose
of evaluating their scientific, engineering and commercial validity
toward commercializing the idea or concept for mutual interest. Each
said idea or concept to be clearly labeled with a unique identifier
related to this agreement and marked confidential. Each such disclosure
is to be dated and initialed by the Disclosing Party on the day it
is transmitted to the Disclosee and by the Disclosee on the day received.
Disclosee is to acknowledge receipt of said idea or concept to the
Disclosing Party. For the purpose of this agreement, the party disclosing
any Confidential Information (including its affiliates) will be the
Disclosing Party with respect to such Confidential Information and
the recipient party (including its affiliates) shall be the Disclosee
with respect to such Confidential Information.
2 Confidential Information. "Confidential Information" means
any information or material which is (a) in written or tangible form,
(b) is not generally known other than by the Disclosing Party, and
(c) which Disclosee may obtain knowledge of through or as a result
inspection of the Disclosing Party's premises, access to the Disclosing
Parties premises, or communications with the Disclosing Parties employees
or independent contractors. "Confidential Information" includes
but is not limited to, the following types of information and all
other information of a similar nature: all information related to
any recommendation or finding arising out of communications between
parties, the inspection of patent disclosures, premises, devices,
procedures, technical processes and testing methods, any technological
innovations developed or in the process of being developed and any
other similar types of "know-how," business practices and
business information, accounting methods, income sources and amounts
and customer lists
Confidential Information shall not include information that
(i) is now or later becomes generally known (other than as a result
of a breach of this agreement),
(ii) is independently developed by Disclosee,
(iii) Disclosee lawfully obtains from any third party who has lawfully
obtained such information, or
(iv) is later published and generally disclosed to the public by
the Disclosing Party.
Disclosee shall bear the burden of showing that any of the forgoing
exclusions applies to any information or materials.
3 Disclosure. Without clear and express prior written consent of
the Disclosing Party, Disclosee agrees to hold in confidence and
not to disclose or reveal Confidential Information received hereunder
to any person except for Disclosee's employees, directors, counsel
and advisors (collectively "Representatives") who are required
to have such Confidential Information in order to perform their functions
in connection with the limited purpose of this agreement. Disclosee
further agrees not to use any of the Confidential Information received
hereunder except for the purpose of evaluating information of the
Disclosing Party.
If Disclosee or a permitted Representative receives a request, a
subpoena or order issued by, or in conjunction with litigation pending
in, a court of competent jurisdiction or a governmental body to disclose
all or any part of the Confidential Information, Disclosee agrees
to the extent lawful, to
(i) immediately notify the Disclosing Party of the existence, terms
and circumstances surrounding such a request,
(ii) consult with the Disclosing Party on the advisability of taking
legally available steps to resist or narrow such request,
(iii) disclose only such Confidential Information which, in the
opinion of Counsel, Disclosee is required to disclose, and
(iv) use its best efforts to permit the Disclosing Party at the
Disclosing Party's expense to obtain an order or other reliable assurance
that the confidential treatment will be accorded to such Confidential
Information.
4 Return of Copies. Disclosee agrees to return to the Disclosing
Party any and all materials received from the Disclosing Party, together
with any copies that may have been made, promptly upon the request
of the Disclosing Party. At such time Disclosee agrees to return
to the Disclosing Party or destroy any materials prepared by Disclosee
that incorporate any Confidential Information.
5 Limited Effect. This Agreement does not create any obligation
on the parties to enter into a business relationship with each other.
This Agreement does not grant Disclosee any license or any other
rights with respect the Disclosing Party's proprietary right or Confidential
Information. This agreement does not create a joint venture, partnership
or employment relationship between ____________________________________
and ____________________________________. Except as specified herein,
no party shall have the right or implied authority to create any
obligation or duty, express or implied, on behalf of the other party
hereto.
6 Miscellaneous. This Agreement sets forth the entire understanding
and agreement of the parties with respect to entering a confidential
agreement. This agreement is binding upon the successors and assigns
of the parties. The law of ____________________________________ shall
govern the formation, interpretation and performance of this contract.
Breach of the terms hereof may give rise to irreparable harm, and
it is agreed that enforcement of the terms hereof may be by means
of injunction or other suitable remedy in addition to any other remedy
available. This Agreement may not be amended or modified, except
in writing signed by the parties.
7 Acknowledgments. Disclosee understands and acknowledges that all
Confidential Information disclosed to the Disclosee has been developed
or obtained by the Disclosing Party by the investment of significant
time, effort and expense and that such Confidential Information provides
the Disclosing Party with a significant advantage in its business.
Each party represents that it has carefully read and understood this
agreement, and each party acknowledges receipt of a copy hereof.
Each person executing this Agreement represents that he or she has
the authority to enter into this Agreement on behalf of the entity
set forth above his or her signature below.
8 Termination. The obligations of each party under this Agreement
shall expire _______________ years after the date of this agreement
or the date of the latest disclosure transmitted from the Disclosing
Party to Disclosee whichever is later. Confidential Information shall
not be disclosed to third parties or the public by Disclosee for
a period of _______________ years without the Disclosing Party's
written permission
IN WITNESS WHEREOF, and intending to be legally bound hereby, the
duly authorized representatives of the parties have executed the
Agreement as of the date set forth above.
For Disclosing Party _______________________________
By: ________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
For Disclosee _______________________________
By: ________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
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