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This Consultant Non-Disclosure (NDA) agreement is a standard form business contract useful for companies contracting with consultants who may be working with confidential information or trade secrets. Use this agreement if one desires to pitch business ideas to a consultant without fear of having one's ideas and private information misused. This agreement contains all the standard terms and conditions that are used in this type of agreement, but additional language may be added making it fully customizable to fit the needs of the contracting parties.
This Consultant Non-Disclosure (NDA) agreement is a standard form business contract useful for companies contracting with consultants who may be working with confidential information or trade secrets. Use this agreement if one desires to pitch business ideas to a consultant without fear of having one's ideas and private information misused. This agreement contains all the standard terms and conditions that are used in this type of agreement, but additional language may be added making it fully customizable to fit the needs of the contracting parties. CONSULTANT NON-DISCLOSURE AGREEMENT This Agreement made on this _________ day of __________________ of 20________ Between Company and Consultant (hereinafter the “Agreement”). BETWEEN: _________________________________________ [Company name/address] (hereinafter the “Company”), AND: __________________________________________ [Consultant name/address] (hereinafter the “Consultant”), I. CONFIDENTIAL INFORMATION Consultant hereby acknowledges that in the course of their mutual business relationship Company may make certain information available to Consultant, including all business data such as pricing data, customer databases, customer lists, marketing information, technical or design information, performance and production standards, trade secrets, copyrighted materials, patents and inventions and any and all other confidential information (hereinafter the “Confidential Information”). [Comment: user should insert a description of any additional, sensitive information that will be made known to the Consultant.] This Confidential Information is acknowledged by Consultant to have inherent value, both economic and otherwise, and that disclosure thereof could result in economic losses to Company or economic gains to others who could potentially profit by disclosure. The Consultant hereby agrees to hold confidential and make reasonable efforts to maintain secrecy and confidentiality of all Confidential Information that may pass to Consultant from Company during the period governed by this Agreement. Consultant shall additionally make no disclosure of the terms of this Agreement or of the Agreement itself. Consultant is prohibited from making copies or duplicates of any Confidential Information, except as essential to the fulfillment of Consultant’s duties to Company. Consultant is prohibited from removing any Confidential Information, related documents or proprietary property or information without the written authorization of Company. If requested by Company, Consultant will immediately return all Confidential Information, related documents and proprietary property or information. If it should be necessary for Consultant to disclose Confidential Information to third parties in the course of its business relationship with Company, the third parties must be properly instructed that the disclosed information is confidential in nature, and that all proper steps to ensure confidentiality by all parties is taken. Consultant further agrees, after the termination of this Agreement, not to make use of any Confidential Information to solicit current or future customers of Company. © Copyright 2013 Docstoc Inc. 2 II. PROPRIETARY INFORMATION For the purpose of this Agreement “Proprietary Information” includes, but is not limited to, any data, information, written records, including documents, drawings, records, digital materials such as software, computer programs, firmware, marketing materials such as logos, promotional systems or ideas, advertising, customer lists, pricing information, and trade secrets such as formulas, production methods, products, test, concepts, as well as the internal finances, business practices, research, marketing, planned research development, and organization of the Company or its affiliates. [Comment: user should insert a description of any additional, sensitive information that will be made known to the Consultant.] All Proprietary Information, made, discussed, written, learned, secured or obtained by the Consultant during their work for the Company shall remain the exclusive and sole property of the Company. The Consultant therefore waives all interest, title and right of every type and of all kind whatsoever to any Proprietary Information learned or otherwise obtained by the Consultant during the term of the business relations. Consultant agrees to comply with all reasonable rules established by Company for the protection of Proprietary Information. Furthermore, if Consultant refuses to perform these acts, Consultant irrevocably assigns the President and Vice President(s) of the Company to act as agents of the Consultant for all necessary acts to maintain or obtain relevant copyrights, patents, and related rights to any Proprietary Information assigned by Consultant to Company under this Agreement. The grant of the foregoing assignment shall survive the disability or death of the Consultant. Consultant fully agrees to promptly disclose to Company, all Proprietary Information created, conceived or reduced to practice in writing during the term of this Agreement. In addition, Consultant agrees to disclose to Company all patent copyright or similar right filed by the Consultant one year after the termination of this Agreement if it can be reasonably presumed that such a filing was related to Proprietary Information created by the Consultant during their businesses relationship with Company under the terms of this Agreement. The Consultant exercises no rights or privileges with respect to the Proprietary Information either owned by or assigned to Company. This Agreement shall not be construed to preclude Company from acting as exclusive and sole owner of all Proprietary Information either owned by or assigned to Company under this Agreement. The decision to exercise proprietary rights, or not to exercise proprietary rights, or to release such information to the public for public use shall be at the sole discretion of Company. III. PATENTS Company will be responsible for all expenses with preparation and prosecution of patent applications in all necessary foreign countries and the United States. This Agreement is not applicable to inventions or improvements relating to Company business made by Consultant prior to commencement of this business relationship. IV. NON-FILING © Copyright 2013 Docstoc Inc. 3 Consultant agrees specifically that the rights granted to Company under this Agreement shall include the right not to file for copyrights or patents, both domestic and foreign when such is considered appropriate, under the sole discretion of Company, for Company’s business goals and objectives. V. LENGTH OF AGREEMENT This Agreement comes into effect retroactively to the beginning of Consultant’s business contact with Company and ends upon the termination of the mutual business relationship between Consultant and Company including any partnering or consulting relationship for the time period as set forth below. This Agreement does not create any type of business relationship between the two parties other than the relationship detailed in a separate written agreement signed and duly witnessed by both parties. VI. AMENDMENT Amendment to this Agreement is prohibited without the express written consent of both parties. VII. ATTORNEY’S FEES If judgment is required to enforce the contents of the Agreement or remedy any breach, the defendant will pay court costs and attorney’s fees. VIII. ASSIGNMENT PROHIBITED Both the Company and Consultant are expressly prohibited from assigning this Agreement or any rights or interest flowing from this Agreement. Assignment will only occur with the express written consent of both parties. IX. GOVERNING LAW AND JURISDICTION This Agreement will be interpreted and enforced under the laws of the State of ___________________, regardless of conflict of laws provisions. Both parties voluntary consent to the jurisdiction of the state and federal courts located in the State of _________________. X. ENTIRE AGREEMENT There are no other agreements, promises or understandings between these parties, except as specifically set forth in this Agreement. IN WITNESS WHEREF, the parties hereto execute this Agreement on this _____ day of _____________ of 20_______: © Copyright 2013 Docstoc Inc. 4 OWNER CONSULTANT Authorized Signature Authorized Signature Name and Title Name and Title © Copyright 2013 Docstoc Inc. 5
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