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Arkansas Confidential Information Exchange Agreement - Software

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Arkansas Confidential Information Exchange Agreement - Software Powered By Docstoc
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                             This is an agreement that allows a company to review and evaluate a developer�    s
                             software while maintaining confidentiality. By reviewing and evaluating the software, the
                             company agrees that any proprietary information they learn during the evaluation phase will
                             remain confidential. The company agrees to ensure proper measures and safeguards are
                             undertaken to protect the proprietary information. This document should be used by small
                             businesses or other entities located in Arkansas that develope software and want their
                             proprietary information to remain confidential.
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     CONFIDENTIAL INFORMATION EXCHANGE AGREEMENT - SOFTWARE

THIS CONFIDENTIAL INFORMATION EXCHANGE AGREEMENT is made as of
______ [Month] [____] Date, 20__, by and between _______________________ [Instruction:
Insert name of the party disclosing the confidential information] having its principal place of
business at ______________________________________ [Instruction: Insert the address of
information discloser] (“Developer”), and ___________________________ [Instruction:
Insert name of the party receiving the confidential information], having its principal office at
______________________________________________ [Instruction: Insert the address of
information receiver] (“Receiver”).

WHEREAS, Developer is engaged in the business of developing and marketing various types of
business software ("Software"); and

WHEREAS, Receiver desires an opportunity to review and evaluate the Software in
consultation with Developer and examine Proprietary Information of Developer and agrees to
ensure proper measures and safeguards to protect the Proprietary Information.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, Developer and Receiver hereby agree as follows:

1. Purpose

   The parties hereto agree that the purpose of this Agreement is to protect the Proprietary
   Information only. Developer and Receiver are independent contractors and are not and shall
   not be construed as joint ventures, partners, employer/employee, or agents of the other and
   neither shall have the power to bind or obligate the other, except as set forth in this
   Agreement.

2. Proprietary Information

   The term Proprietary Information shall include all information and data furnished by
   Developer to Receiver, whether in oral, written, graphic, or machine-readable form,
   including but not limited to, designs, procedures, formulas, discoveries, inventions,
   improvements, concepts, and ideas, except such information and data as the parties agree in
   writing is not proprietary or confidential. Information made available to the general public
   shall not be considered to be Proprietary Information.

   Proprietary Information does not include information which:

   a) is published or otherwise in the public domain through no fault of the receiving party; or

   b) can be demonstrated by the receiving party to have been in its possession prior to receipt
      under this agreement; or

   c) is obtained by the receiving party without restriction from a third party; or
   d) is independently developed by the receiving party by individuals who have not had either
      direct or indirect access to such information; or

   e) is disclosed by the receiving party to a third party with the written approval of the
      disclosing party without any restriction.

3. Non-Disclosure

   a) All Proprietary Information disclosed to Receiver shall be kept confidential by Receiver
      and treated with at least the same level of protection as Developer gives its own
      proprietary information of similar nature, but no less than a reasonable level of
      protection. Developer shall promptly notify Receiver if it becomes aware of any
      unauthorized disclosure or use of the Proprietary Information. It is agreed to by
      Developer that all information disclosed by virtue of this Agreement is and will remain
      the property and Proprietary Information of Developer.

   b) Receiver shall not disclose any portions of the Proprietary Information to any third party
      or non-employee, including subcontractors, without the prior written consent of
      Developer. Receiver may disclose Proprietary Information to its employees only to the
      extent necessary for the purposes of this Agreement. Receiver shall inform all of its
      employees who have access to the Proprietary Information that Receiver is bound by a
      Confidentiality Agreement concerning the Proprietary Inf
				
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Description: This is an agreement that allows a company to review and evaluate a developer�s software while maintaining confidentiality. By reviewing and evaluating the software, the company agrees that any proprietary information they learn during the evaluation phase will remain confidential. The company agrees to ensure proper measures and safeguards are undertaken to protect the proprietary information. This document should be used by small businesses or other entities located in Arkansas that develope software and want their proprietary information to remain confidential.
This document is also part of a package Essential Arkansas Legal Documents 174 Documents Included