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Wisconsin Confidential Information Exchange Agreement - Software

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Wisconsin 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 Wisconsin 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 ("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 Propri
				
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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 Wisconsin that develope software and want their proprietary information to remain confidential.
This document is also part of a package Essential Wisconsin Legal Documents 145 Documents Included