Agreement – Software
Docstoc Legal Agreements
This confidential information exchange agreement may be used for the exchange
of confidential information pertaining to software development between company
and developer. This document is intended to protect information disclosed by any
party to other party.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
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Entire document © Docstoc, Inc., 2010, 2011
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:
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.
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
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)]
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
__STATE__, 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
Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state
◊ Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,”
or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the
information or number may be any that the user chooses, and that there is no law governing what the
information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.
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OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
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WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
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(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
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