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Mutual Nondisclosure Agreement

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Mutual Nondisclosure Agreement Powered By Docstoc
					This is an agreement whereby two parties mutually agree to keep confidential certain
proprietary information they learn through the course of their interaction. Confidential
information includes, but is not limited to, patents, trade secrets, business plans,
designs, copyrighted work, ideas, discoveries, and models. In addition, this agreement
disclaims the confidentiality of certain information that is freely available in the public
domain. This agreement should be used by small businesses or other entities that want
to mutually agree to keep certain proprietary information confidential.
           MUTUAL NONDISCLOSURE AGREEMENT
       THIS AGREEMENT is made effective as of the date of the last signature below, by and
between _____ [Instruction: Insert first company’s name], a _____ [Instruction: Insert state
company is incorporated in if applicable] ccorporation, having its principal place of business
at ________ [Instruction: Insert first company’s principal business address] (“Company”)
and ______________________________________, [Instruction: Insert second company’s
name] a ______________ [Instruction: Insert state 2n company is incorporated in]
corporation   (“Third    Party”)    having    its  principal    place     of    business    at
_____________________________________________________________ [Instruction: Insert
second company’s principal business address]

1.     Purpose

       Company and Third Party wish to explore a business possibility under which each may
disclose all or a portion of its Confidential Information to the other.

2.     Definition the term “Confidential Information”

         “Confidential Information” means any information, technical data, or know-how,
including, but not limited to, that which relates to research, products, services, customers,
markets, software, developments, inventions, processes, designs, drawings, engineering,
marketing, or finances disclosed orally or in written or electronic form, which is marked or
identified by the disclosing party as “proprietary” or “confidential.” Confidential Information
does not include information, technical data, or know-how that which is: (i) in the possession of
the receiving party at the time of disclosure, as shown by the receiving party’s files and records
immediately prior to the time of disclosure, (ii) not as a result of any inaction or action of the
receiving party prior to or after the time the disclosure becomes part of the public knowledge or
literature, (iii) is approved for release by the disclosing party, or (iv) is independently developed
by the receiving party without the use of any Confidential Information of the other party.
[Comment: Parties should carefully consider whether or not they wish to include trade
secret information within the definition of “Confidential Information.” If so, care should
be taken to ensure proper language is included herein and protocols are developed to
ensure the protection of such trade secrets]

3.     Non-Disclosure of Confidential Information

        Company and Third Party each agree not to use Confidential Information disclosed to it
by the other party for its own use or for any purpose except to carry out discussions concerning
and the undertaking of any business relationship between the two. Neither party will disclose the
Confidential Information of the other to third parties or to the first party’s employees, except
employees who are required to have the information in order to carry out the contemplated
business. Each party has had or will have employees to whom Confidential Information of the
other is disclosed, sign a Non-Disclosure Agreement in content substantially similar to this
Agreement and will notify the other party in writing of the names of the persons who have had
access to Confidential Information of the other party. Each party agrees that it will take all
reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information
of the other in order to prevent it from falling into the public domain or the possession of
unauthorized persons. Each party agrees to notify the other in writing of any misuse or
misappropriation of Confidential Information of the other that may come to such party’s
attention. [Instruction: to include any specialized instructions or precautions regarding the
retention of materials to be taken, including, for example, whether or not same must be
retained in a separate, locked filing cabinet or room, and who will have access to the keys
or other access device to such cabinet or room]

4.     Return of Materials

        Any materials or documents which have been furnished by one party to the other will
be promptly returned, accompanied by all copies of such documentation, after the business
possibility has been rejected or concluded. No party with access to the other party’s Confidential
Information shall be permitted to retain, copy, or otherwise store any of the other party’s
Confidential Information, including by any hard copy or any electronic file, forwarding by any
electronic means, storing on any hard drive or portable hard drive or through any other method.

5.     Intellectual Property Rights

        Nothing in this Agreement is intended to grant any rights under any patent, trademark,
trade secret, or copyright of either party, nor shall this Agreement grant either party any rights in
or to the other party’s Confidential Information, except the limited right to review such
Confidential Information solely for the purposes of determining whether to enter into the
proposed business relationship between the parties and carrying out such relationship. The
disclosing party warrants that it has the right to disclose its Confidential Information to the
receiving party. Otherwise, all information is provided “as is” and without any warranty,
express, implied or otherwise, regarding its accuracy or performance.

5.     Export Controls

				
DOCUMENT INFO
Description: This is an agreement whereby two parties mutually agree to keep confidential certain proprietary information they learn through the course of their interaction. Confidential information includes, but is not limited to, patents, trade secrets, business plans, designs, copyrighted work, ideas, discoveries, and models. In addition, this agreement disclaims the confidentiality of certain information that is freely available in the public domain. This agreement should be used by small businesses or other entities that want to mutually agree to keep certain proprietary information confidential.
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