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 Delaware that develope software and want their proprietary information to remain confidential.
Docstoc Legal Agreements 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 Delaware that develope software and want their proprietary information to remain confidential. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your attorney to meet your specific needs and the laws of your state. Use at your own risk. 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All Rights Reserved 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 Information, and shall enter into appropriate agreements with its employees to protect the Proprietary Information from being disclosed. c) Receiver may not copy, summarize, take notes, or otherwise condense or compile any of the Proprietary Information, and may not authorize any other party to copy, summarize, take notes, or otherwise condense or compile any of the Proprietary Information, or make any commercial or personal use of any part of the Proprietary Information, except to the extent necessary for evaluation. d) Receiver agrees to use and store the Proprietary Information in a manner that prevents unauthorized viewing and makes it accessible only to personnel to the extent necessary to carry out the purposes of this Agreement. e) Receiver will not make any reports or publications or give interviews concerning the Proprietary Information without Developer’s prior written consent. 4. Terms and termination [Instruction: Choose any one clause below] This Agreement may be terminated by the written agreement of both parties. In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within ______ (__) [◊ Sixty (60)] days after receipt of written notice thereof, this Agreement shall terminate upon expiration of the ______ (__) [◊ Sixty (60)] days period. Or This Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of _______ (___) [◊ Four (4)] year(s), and shall automatically renew for additional _______ (___) [◊ One (1)] year periods, unless either party provides written notice of non-renewal to the other party, not less than ______ (__) [◊ Sixty (60)] days period prior to the expiration of term. [Comment: Consider whether obligations of confidentiality should ever expire. Some trade secrets, such as a secret formula to to manufacture a particular brand of softdrink, should never expire.] 5. Removal of Notices Receiver shall not remove any copyright or proprietary rights notice attached to or included in any Proprietary Information furnished by Developer. Receiver shall reproduce all such notices on any copies. All copies made by Receiver shall be also considered Proprietary Information. 6. Use of Proprietary Information The Proprietary Information shall be used by Receiver for the sole purpose of evaluating the Software. It shall not be used in developing like Software either for internal or external use. Receiver shall not make the Proprietary Information available for use by or for the benefit of any other party, whether or not for consideration. 7. Return of Information All Proprietary Information of a Developer shall be and remain solely the property of the Developer. Upon request of Developer, Receiver shall promptly return or destroy all Proprietary Information of Developer furnished to it by or on behalf of Developer, including all copies, memoranda, and other writings or recordings prepared by Receiver or its representatives based upon, containing, or otherwise reflecting any Proprietary Information. Any such destruction shall be confirmed in writing by Receiver. Any Proprietary Information that is not returned or destroyed, including any oral Proprietary Information, will continue to be kept confidential and subject to the terms of this Agreement. 8. Injunctive Relief Receiver acknowledges that Developer will be irreparably harmed if Receiver’s obligations under this Agreement are not specifically enforced and that Developer would not have an adequate remedy at law in the event of an actual or threatened violation by Receiver of its obligations. Therefore, Receiver agrees that Developer shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by Receiver, its employees, or agents, without the necessity of Developer showing actual damages or that monetary damage would not afford an adequate remedy. 9. General Provisions a) Amendment and Modification. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto. b) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement. c) No Assignment. This Agreement may not be assigned by the Receiver. The obligations of the Receiver under this Agreement shall not terminate upon any attempted assignment. d) Articles and Other Headings. The articles and other headings contained in this Agreement are for reference purposes only and shall not affect, in any way, the meaning or interpretation of the terms of this Agreement. e) Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. f) Governing Law/Forum. This Agreement shall be governed by the laws of the State of __STATE__, applicable to agreements made and to be wholly performed therein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives with full rights, power, and authority to enter into and perform this Agreement. For: DEVELOPER For: RECEIVER Signed:________________________________ Signed:______________________________ Name: Name: Title: Title: Date: Date:
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