This agreement is made as of the day _______________ month _____________ year __________, by and between:
residing, located at ___________________________________________
hereinafter called Disclosing Party, and
hereinafter called Disclosee residing, located at

This Agreement shall govern the conditions of disclosure by Disclosing Party to Disclosee of certain "Confidential Information" including but not limited to prototypes, drawings, data, trade secrets and intellectual property relating to the information titled "___________________________________________" created, developed by Disclosing Party.

With regard to the Confidential Information, Disclosee hereby agrees:

1. Not to use the information therein except for evaluating its interest in entering a business relationship with Disclosing Party, based on the information.

2. To safeguard the information against disclosure to others with the same degree of care as exercised with its own information of a similar nature.

3. Not to disclose the information to others, without the express written permission of Disclosing Party, except that:

a. which Disclosee can demonstrate by written records was previously known;

b. which are now, or become in the future, public knowledge other than through acts or omissions of Disclosee;

c. which are lawfully obtained by Disclosee from sources independent of Disclosing Party;

d. which are required to be disclosed by governmental or judicial order, provided Disclosee gave Disclosing Party prompt notice of and reasonable opportunity to contest such order, and complied with any protective order (or equivalent) imposed on such disclosure.

4. That Disclosee shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, containing, based upon or derived from the information, except as may be expressly agreed to in writing by Disclosing Party.

5. That the secrecy obligations of Disclosee with respect to the information shall continue for a period ending ____________ years from the date hereof.

6. This agreement shall be construed and controlled by the laws of

7. Subject to the limitations set forth in this agreement, this agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.

8. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full effect and force.

Disclosing Party will be entitled to obtain an injunction to prevent threatened or continued violation of this Agreement, but failure to enforce this Agreement will not be deemed a waiver of this Agreement.

IN WITNESS WHEREOF the Parties have hereunto executed this Agreement as of the day and year first above written.


By: _____________________________ Date: _____________

Title: ___________________________

Disclosing Party NAME and SIGNATURE

By: _____________________________ Date: _____________

Title: ___________________________


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