Sample Form of Non-Disclosure Agreement - Example 2 - Simple
THIS SAMPLE AGREEMENT IS PROVIDED FOR REFERENCE PURPOSES ONLY. THIS EXAMPLE SHOULD NOT BE USED WITHOUT FIRST CONSULTING AN ATTORNEY AS THE PARTICULAR MATTERS AND ISSUES COVERED BY THIS AGREEMENT MAY NOT APPLY TO THE USER. USE OF THIS EXAMPLE COULD SIGNIFICANTLY HARM THE USER AND ADVERSELY AFFECT THEIR LEGAL RIGHTS AND OBLIGATIONS IF USED WITHOUT PROPER LEGAL REPRESENTATION.
Use of this sample in no way constitues representation of the user by InventorSpot.com or any person related to InventorSpot.com. The user of this sample afgreement agrees that neither Aha Café LLC, its agents, employees, directors, or officers are attorneys, user understands that this agreement may not have been created or reviewed by an attorney, user agrees that this sample agreement may not address any or all of the legal rights and protection the user may have or need to properly pretect their interest. Further, the user realizes that this form may not specifically cover the industries or products which will be the subject of the agreement or any matters of particular importance to inventor. By use of this sample agreement, the user hereby indemnifies and holds harmless Aha Café LLC and its agents, associates, directors, officers and employees of any and all liability for all costs and direct or consequential damages which may arise out of the use of this sample form.© 2006 Aha Café LLC, All Rights Reserved, No reproduction, redistribution or commercial use of all or any part of this form is permitted without prior written permission of Aha Café LLC, other than for use by an inventor for discussions with potential partners and their lawyer.
This Agreement, dated _________________, is between __________________ ("Inventor), and _________________ ,a corporation having a place of business at __________________________("Company").
1. Inventor may disclose “Confidential Information,” as defined below, for the purpose of determining the desirability of entering into a business relationshipwith the Company (the “Project”) for ____________________________________________ (the “Invention”).
2. “Confidential Information” shall mean all information relating to the Invention and/or Project disclosed by Inventor to the Company pursuant to this Agreement, whether disclosed orally or in written, graphic or electronic form, and designated as “Confidential” in writing prior to or at the time the Confidential Information is disclosed, or within ninety (90) days after the disclosure. Confidential Information shall include, but not be limited to, Inventor’s prototypes, drawings, data, patents and patent applications, licenses, and forecasts and other data, and other trade secrets and intellectual property relating to the Invention and/or the Project. Confidential Information shall also include all notes, sketches, design, plans, reports, analyses, forecasts, marketingplans, compilations, studies, interpretations or other documents prepared by or for the Company that contain or reflect, in whole or in part, the information furnished to the Company pursuant to this Agreement
3. The Company agrees to keep Confidential Information of Inventor confidential in accordance with this Agreement.
4. The Company agrees that it will not use Confidential Information it receives from Inventor for any purposes other than to determine the desirability of entering into the Project. The Company agrees that it 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 Confidential Information, except as may be expressly agreed to in writing by Inventor. Confidential Information shall not be reproduced in any form except as required to accomplish the purpose of this Agreement.
5. Unless otherwise specified in writing all Confidential Information provided by Inventor shall remain the sole property of Inventor. Upon request of Inventor, or at the expiration of this Agreement, the Company agrees to return all Confidential Information, and any copies thereof, and destroy all materials created by the Company that contain or embody any Confidential Information of Inventor, and any copies thereof, except for one copy which may be retained by the Company legal counsel solely for the purpose of determining the scope of the Company’s obligations under this Agreement.
6. The Company agrees that it will not disclose to any third party any Confidential Information of Inventor. In particular, the Company agrees not to disclose Confidential Information to anyone except its own directors, partners, officers, employees or consultants who are (i) actively and directly evaluating or considering the Project and (ii) bound by confidentiality, non-use and nondisclosure obligations at least as restrictive as those set forth in this Agreement.
7. The Company’s obligations under this Agreement shall not extend to Confidential Information:
a. that can be demonstrated to have been in the public domain or publicly known or available prior to the date of the disclosure by Inventor to the Company; or
b. that can be demonstrated by written records to have been rightfully in the possession of the Company prior to the disclosure by Inventor to the Company; or
c. that becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of the Company or its affiliated companies (provided that the Company’s obligations under this Agreement continue until the date the information becomes publicly available); or
d. that is supplied to the Company by a third party on a non-confidential basis, provided that the third party has the legal right to disclose the information and no obligation to Inventor or any of its affiliated companies to maintain such information in confidence.
8. The term of this Agreement is five (5) years.
9. Notwithstanding any termination or expiration of this Agreement, the Company’s obligations under this Agreement with respect to each item of Confidential Information shall extend for a period of five (5) years from the date of this Agreement.
10. No rights or licenses to trademarks, copyrights, patents or any other proprietary rights of Inventor are implied or granted under this Agreement. The disclosure of Confidential Information shall not result in any obligation to grant the Company any rights therein.
11. The parties agree that money damages may not be a sufficient remedy for any breach of this Agreement and that, in addition to any and all other legal remedies available, the non-breaching party shall be entitled to equitable relief as a remedy for any actual or threatened breach of this Agreement, and no bond or other security shall be required in connection with any such equitable relief.
12. The parties understand that they have not made and do not make any representation or warranty as to the accuracy or completeness of any Confidential Information. Neither party shall have any liability to the other party resulting from the use of Confidential Information in accordance with the terms of this Agreement.
13. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements and understandings relating to the subject matter hereof. The provisions of this Agreement may not be modified, amended, nor waived, except by a written instrument duly executed by both parties. This Agreement may not be assigned by a party without the prior written consent of the other party. This Agreement is made subject to and shall be construed and governed under the laws of the State of _________ .
14. If any of the provisions of this Agreement shall become or be held invalid or unenforceable all other provisions hereof shall remain in full force and effect. The invalid or unenforceable provision shall be deemed to be automatically amended and replaced by a valid and enforceable provision which accomplishes as far as possible the purpose and the intent of the invalid or unenforceable provision.
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Accepted and Agreed: