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 Rhode Island 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. Docstoc, its employees or contractors who wrote or modified any
form, are NOT providing legal or any other kind of advice and are not creating or entering into an Attorney -Client relationship. The information and forms
are not a substitute for the advice of your own attorney. Use of this document and our service are deemed to be your acknowledgement and agreement to
the following: The disclaimers and links on this page and the back page(s); our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15), and
read more here (http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. You also agree that if you are not the person
using the document and services that you will provide such person(s) who will be with these f ront and back disclaimer pages. This document is not
approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
Entire document copyright © Docstoc®, Inc., 2010 - 2013. 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
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:
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
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.
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 concerni