This AGREEMENT is made and entered into between ______________________________ _______________________________________ (Hereinafter "Disclosing Party") and Your name and company name, address, phone and fax>>_______________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ____________________________, Hereinafter "Receiving Party"). The purpose of this Agreement is to provide for the disclosure of proprietary information by the Disclosing Party to the Receiving Party for use in connection with the discussion, research, development, design, review and or transfer of any of the information in whole or in part via any and all means of communication including but not limited to hard copy print, computer media, fax, data files, verbal description, radio, television, cable TV or any other means of broad band mass or limited media. The intent of this agreement is to keep in strictest confidence the information being provided to protect the Disclosing party from having the information distributed by any means to any party not associated with, and having not signed a non-disclosure agreement pertaining to this product, idea, concept, invention, system, part or parts, software, technology, process and or item being discussed as stated in paragraph 1.

This Agreement prohibits the Receiving Party from disclosing or using the proprietary information for purposes beyond those contemplated by this Agreement without obtaining the prior express written consent of the Disclosing Party.

Accordingly, the Parties agree as follows:

      1. Upon receiving proprietary information for the _____________________________, the Receiving Party shall keep in confidence and not disclose to any person or entity not bound by this Agreement any of the proprietary information received in the course of this Agreement except as otherwise provided by the terms and conditions of this Agreement. Further, the Receiving Party shall not use such proprietary information except for efforts related to this Agreement without the prior written approval of the Disclosing Party.
      For the purposes of this Agreement, "proprietary information" shall be defined as information of any nature in any form including but not limited to patent disclosures, drawings, specifications, data, graphs, charts, etc., whether conveyed in written form or orally.

      2. The Receiving Party shall not be liable for disclosure or use of any proprietary information if the same is:       a) in or enters the public domain, other than by breach of this Agreement, prior to such disclosure by the Receiving Party;       b) known to the Receiving Party at the time of first receipt, or thereafter becomes known to the Receiving Party prior to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or       c) developed by the Receiving Party independent of any disclosure herein as evidenced by written records.

      3. All information transferred will be presumed to be proprietary unless otherwise indicated. To the extent possible, all proprietary information disclosed in written form shall be stamped "Proprietary" or "Confidential" by the Disclosing Party. All tangible forms of information provided shall be returned to the Disclosing Party on request.

      4. The transfer of proprietary information herein shall not be construed as granting either a license under any patent or patent application or any right of ownership in said proprietary information except in conjunction with activities relating to this Agreement.

      5. Should the Receiving Party be faced with legal action or a requirement under Government regulations to disclose proprietary information received herein, the Receiving Party shall promptly notify the Disclosing Party thereof, and, upon the request of the latter, shall cooperate therewith in contesting such a disclosure. Except in connection with failure to discharge responsibilities set forth in the preceding sentence, neither Party shall be liable in damages for any disclosures pursuant to judicial action or Government regulations.

      6. This Agreement shall control in lieu and of notwithstanding any proprietary or restrictive legends or statements inconsistent with this Agreement which may be associated with any particular information disclosed herein.

      7. No news release, advertisement, public announcement, denial or confirmation of same, relative to any part of the subject matter of this Agreement shall be made by the receiving Party without the prior written approval of the Disclosing Party.

      8. This Agreement contains the entire understanding between the parties with respect to the safeguarding of proprietary information and supersedes all prior communications and understandings with respect thereto.

 

 

Disclosing Party                                       Receiving Party

Print name here                                                                                  Print name here

 

Sign Below

By: _________________________       First           Initial                Last       Date:_______________________

By: _________________________         First         Initial             Last       Date:_______________________