Consultant Non-Disclosure Agreement

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Consultant Non-Disclosure Agreement Powered By Docstoc

This Agreement made on this [day] day of [month] of [year] Between Company and Consultant
(hereinafter the “Agreement”)

         BETWEEN:                    [COMPANY NAME & ADDRESS] (hereinafter the "Company"),

         AND:                      [CONSULTANT NAME & ADDRESS]                      (hereinafter the

                                              ARTICLE 1
                                 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”).

       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, those third parties must be properly instructed that the
disclosed information is confidential in nature, and that all proper steps to insure 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.

                                              ARTICLE 2
                                  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

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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.

         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 to
the President and Vice President(s) of the Company the right and authority 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 within 365 days 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.

                                               ARTICLE 3

         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.

                                              ARTICLE 4

         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 or foreign when such is considered
appropriate, under the sole discretion of Company, for Company’s business goals and objectives.

                                              ARTICLE 5
                                     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 Consu
Description: An agreement between an independent contractor and a company engaging the independent contractor services to keep confidential information provided to the independent contractor.
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