West Virginia 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 West Virginia 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

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.

   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

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

   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

   f) Governing Law/Forum. This Agreement shall be governed by the laws of the State of
      West Virginia, 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

 For: DEVELOPER                                   For: RECEIVER

 Signed:________________________________ Signed:______________________________

 Name:                                            Name:

 Title:                                           Title:

 Date:                                            Date:

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