Non-Disclosure and Non-Circumvention Agreement


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									This is an agreement whereby two parties mutually agree to keep confidential certain
proprietary information they learn during 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, the agreement
prohibits either party from the use or disclosure of the confidential information for the
purpose of circumventing the intentions of the agreement. This document should be
used by small businesses or other entities that mutually agree to keep proprietary
information confidential.
        This Non-Disclosure and Non-Circumvention Agreement (the “Agreement”) is entered
into as of the date on the signature page (the “Effective Date”) by and between
_____________________________and ____________________________________.


        A. The parties wish to exchange and review certain proprietary, confidential and/or trade
secret information in order to evaluate a potential transaction between them (the “Transaction”),

        B. As a condition of permitting such exchange and review, the parties have required each
other to enter into this Agreement and abide by its terms;

         NOW, THEREFORE, the parties hereto agree as follows:

        1.      All information and data, in any form, supplied to one party (the “Receiving
Party”) by, or at the direction of, the other party (the “Furnishing Party”) relating to the
Transaction, including any copies, excerpts, summaries, analyses or notes thereof generated by
the Receiving Party (collectively, the “Information”), will be treated as confidential as provided
in this Agreement.

        2.      The Receiving Party acknowledges that Information may be stored in printed or
electromagnetic forms and may be furnished to it by the Furnishing Party or at the direction of
the Furnishing Party. Information may relate to, among other things, the Furnishing Party’s
intellectual property, business relationships, regulatory matters, and the terms or conditions of
this Agreement.

        3.      For purposes hereof, “Information” shall not include: (a) information in the public
domain at the time that it was provided by the Furnishing Party or which subsequently came into
the public domain other than as a result of breach of this Agreement; (b) information obtained
from a third party unaffiliated with the Furnishing Party (provided such party was not bound by
confidentiality agreements with the Furnishing Party); (c) information independently developed
by the Receiving Party without reference to the Information; or (d) information in the possession
of the Receiving Party prior to its disclosure by the Furnishing Party to the Receiving Party.

         4.      All Information: (a) shall remain the property of the Furnishing Party; (b) shall be
treated as confidential by the Receiving Party, taking such action as shall be necessary or
desirable to preserve and protect the confidentiality of the Information and in any event using
means not less than those used to protect its own confidential information; (c) shall be used
solely for purposes of evaluating the Transaction as provided in this Agreement, and for no other
purpose; and (d) shall not be disclosed to any party, other than the Receiving Party and such of
its officers, directors, accountants or attorneys as are strictly necessary to evaluate the
Transaction on a “need to know” basis (each an “Authorized Person”), without the Furnishing
Party’s prior written consent. The Receiving Party shall implement appropriate administrative,

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technical and physical safeguards to protect the security, confidentiality and integrity of the
Information, such safeguards to be designed to ensure the security and confidentiality of the
Information, protect against any anticipated threats or hazards to the security or integrity of the
Information and protect against unauthorized access to or use of the Information. In the event
that the Receiving Party or any of its Authorized Persons becomes legally compelled (including,
without limitation, by deposition, interrogatory, request for information or documents, subpoena,
civil or criminal investigative demand or otherwise) to disclose any of the Information, the
Receiving Party shall provide the Furnishing Party with immediate written notice of such
requirement so that the Furnishing Party may seek a protective order or other appropriate remedy
or waive compliance with this paragraph.

       5.      Neither party shall use or disclose any of the Information for the purpose of
circumventing the intentions of this Agreement, or to avoid, bypass or otherwise exclude the
other party from the opportunities under discussion.

       6.      The parties each recognize that a breach of this Agreement may cause irreparable
harm to the other party and that actual damages may be difficult to ascertain and in any event
may be inadequate. Accordingly, the parties agree that in the event of such breach, the injured
party may be entitled to injunctive relief in addition to such other legal or equitable remedies as
may be available.

        7.     The parties reserve the right to limit access to their respective premises, facilities,
equipment, contractors, data and other materials, information and personnel. All representatives
of the Receiving Party and anyone acting on its behalf shall comply with all of the Furnishing
Party’s applicable security regulations to the extent disclosed to the Receiving Party in writing.

        8.      Neither party will use or permit the use of the other party’s names, logos,
trademarks or other identifying data, or otherwise discuss or make reference to such other party,
in any notices to third parties, any promotional or marketing material or in any press release or
other public announcement or advertisement, however characterized, without such other party’s
prior written consent.

         9.     This Agreement constitutes the entire agreement between the parties relating to
the subject matter hereof, and all prior agreements, understandings, writings, or negotiations,
whether written or oral, are hereby superseded. No failure or delay by either party in exercising
its rights hereunder shall operate as a waiver thereof.

Signature: ________________________                  Date: ____________________

Signature: ________________________                  Date: ____________________

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