Kentucky Confidential Information Exchange Agreement - Software


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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 Kentucky that develope software and want their
                             proprietary information to remain confidential.

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your
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[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

   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.


   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 Kentucky,
      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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