Sample Form of Non-Disclosure Agreement - Example 3 - 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.
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Confidential Disclosure Agreement
This Agreement is entered into this eleventh day of January, 2007 by and between ______________________ with offices at ________________________________________________________ (hereinafter "Recipient") and _______________________________, with offices at ________________________________________ (hereinafter "Discloser").
WHEREAS Discloser possesses certain ideas and information relating to the invention of a promotional container closure, that is confidential and proprietary to Discloser (hereinafter "Confidential Information"); and
WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose of assisting Discloser with the development of a prototype of said promotional container closure;
NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the parties agree as follows:
1. Disclosure. Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information.
2.1 No Use. Recipient agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above.
2.2 No Disclosure. Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient's employees having a need for disclosure in connection with Recipient's authorized use of the Confidential Information.
2.3 Protection of Secrecy. Recipient agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.
3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information:
(a) was known to Recipient prior to receiving any of the Confidential Information from Discloser;
(b) has become publicly known through no wrongful act of Recipient;
(c) was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;
(d) was independently developed by Recipient without use of the Confidential Information; or (
e) was ordered to be publicly released by the requirement of a government agency.
4. Ownership of Confidential Information. Recipient agrees that all Confidential Information shall remain the property of Discloser, and that Discloser may use such Confidential Information for any purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.
5. Term and Termination. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential.
6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Discloser, its successors, and assigns; and (b) Recipient, its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written above.
Print Name: ___________________________
Print Name: ___________________________