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Minnesota Confidential Information Exchange Agreement - Software

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Minnesota 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 Minnesota 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’s ("Software"); and


WHEREAS,      Receiver desires an opportunity to review and evaluate the Software in
consultation with Developer and examining 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
				
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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 Minnesota that develope software and want their proprietary information to remain confidential.
This document is also part of a package Essential Minnesota Legal Documents 144 Documents Included