Agreement-Confidentiality_Agreement_with_Distributor_Dealer_or_Remarketer

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This document should be used as a confidentiality agreement
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[COMPANY LETTERHEAD]


Program License Agreement
CONFIDENTIALITY AGREEMENT WITH PROSPECTIVE OEM/REMARKETER


Date: August 20, 2012


Authorized Recipient:
[NAME AND ADDRESS]


THIS AGREEMENT, made and entered into this [DATE] by and between [COMPANY
NAME] (hereinafter "Owner"), a [ORGANIZATION’S DESCRIPTION] having a
principal place of business at [COMPANY ADDRESS], and [REMARKETER/
DISTRIBUTOR/ DEALER NAME], (hereinafter "Recipient"), a [ORGANIZATION’S
DESCRIPTION] having a principal place of business at [REMARKETER/
DISTRIBUTOR/ DEALER ADDRESS]:

      WITNESSETH:

      WHEREAS, Owner is engaged in the development of proprietary computer
      software products;

      WHEREAS, Recipient is engaged in the business of marketing computer systems
      in the [VERTICAL MARKET];

      WHEREAS, Owner and Recipient desire to commence negotiations respecting a
      business relationship under which Recipient would act as a system integrator with
      respect to certain proprietary computer software developed by Owner and certain
      computer hardware and computer software products manufactured and developed
      by third parties and would offer, for the purpose of marketing, integrated systems
      to end-users in the [VERTICAL MARKET] on an OEM basis;

      WHEREAS, the parties agree that in order to commence such negotiations, it will
      be necessary for Owner to disclose to Recipient certain confidential proprietary
      software (the "Program") and related materials, including system and end-user
      documentation (the Program and related materials collectively being referred to as
      "Proprietary Information") of Owner; and

      WHEREAS, the parties further agree that the execution of this Agreement is
      necessary in order to protect Owner's Proprietary Information;
NOW, THEREFORE, in consideration of the premises hereof, and the mutual
promises, the parties hereto, intending to be legally bound, hereby agree as
follows:

       1. Scope of Agreement. This Agreement shall apply to all Proprietary
       Information disclosed by and on behalf of Owner to Recipient and its
       personnel during the term hereof.

       2. Limited Use. Recipient is granted a personal, non-assignable, non-
       exclusive, fully revocable license to install the Program delivered to
       Recipient on Recipient's [COMPUTER’S MAKE, MODEL, AND
       SERIAL NUMBER] (the "Designated Computer") and to use the Program
       and the Proprietary Information furnished to Recipient during the term of
       this Agreement for the sole purpose of evaluating the performance of the
       Program in order to determine whether Recipient wishes to proceed with
       negotiation for appointment as a remarketer of the Program.

       3. Title. Recipient acknowledges that the Proprietary Information includes
       commercially valuable, substantial trade secrets of Owner, the design and
       development of which reflect the effort of skilled development experts and
       required the investment of considerable amounts of time and money.
       Recipient further acknowledges that Owner has treated such Proprietary
       Information as confidential and secret information that Owner entrusts to
       Recipient in confidence to use only for the purpose of evaluation whether
       Recipient wishes to proceed with negotiations with Owner to be appointed
       as a remarketer of the Program. Recipient also acknowledges that Owner
       claims and reserves all rights and benefits afforded under U.S. and
       international copyright law in all Proprietary Information furnished to
       Recipient as unpublished works. This Agreement does not affect any
       transfer of title in or to the Program, any Proprietary Information of
       Owner, or any other materials produced or furnished by Owner hereunder.
       Recipient acknowledges that it is granted only a limited right of use of the
       Program and such Proprietary Information as set forth in Section 2 hereof.

       4. Protection of Proprietary Information

              4.1 Obligations of Confidentiality; Limitations of Use. Recipient
              shall neither disclose nor disseminate the Proprietary Information
              of Owner furnished to Recipient to (1) any other person, firm, or
              organization or (2) any employee or agent of Recipient who does
              not need to obtain access thereto for the sole purpose of permitting
              Recipient to evaluate the Program. Under no circumstances may
              Recipient modify, decompile, or reverse assemble any object code
              contained within the Program. Unless specifically authorized in
              writing by Owner, Recipient shall not copy or otherwise reproduce
the Program or any other materials containing any Proprietary
Information of Owner. Under no circumstances may Recipient
disclose or disseminate the Program or any Proprietary Information
to any competitor of Owner. Recipient shall devote its best efforts
to ensure that all persons afforded access to the Program or any
materials containing Proprietary Information refrain from any such
unauthorized use, copying, or disclosure.

4.2 Legends. Recipient shall reproduce and include in all copies of
the Program or other materials containing Proprietary Information
prepared by Recipient the copyright notices and proprietary
legends of Owner as they appear therein as furnished to Recipient
by Owner.

4.3 Secure Handling. Recipient shall require that all copies of the
Program and other materials containing Proprietary Information be
kept in separate, secured, and locked drawers or cabinets, which
shall be maintained in a manner so as to reasonably preclude
unauthorized persons from having access thereto. Recipient shall
permit such drawers or cabinets to be open to access only as
necessary for Recipient's use thereof in accordance with the terms
of this Agreement.

4.4 Obligations of Parties Having Access. Recipient shall limit use
of and access to the Program and all other materials containing
Proprietary Information to such Recipient personnel as are directly
involved with the evaluation thereof. Recipient shall use its best
efforts to disclose such materials only to Recipient personnel
whom Recipient has no reason to believe are untrustworthy or may
violate the provisions of this Agreement or the provisions of any
Owner Restrictive Disclosure Agreement executed as referred to in
Section 4.5 hereof.

4.5 Listing of Personnel. Recipient shall, as requested by Owner,
(1) give Owner written notice of all Recipient personnel who are
accorded access to the Program or any other materials containing
Proprietary Information and (2) obtain and retain for its file from
all such personnel at least two signed copies of an Owner
Restrictive Disclosure Agreement executed substantially in the
form of Exhibit A hereto [omitted].

4.6 Assistance of Recipient. At the request and expense of Owner,
Recipient shall use reasonable efforts to assist Owner in
identifying any use, copying, or disclosure of the Program or any
other materials containing Proprietary Information by any current
or former personnel of Recipient in any manner that is contrary to
       the provisions of this Agreement, so long as Owner shall have
       provided Recipient with information supporting the reasonable
       suspicion that such actions may have occurred.

       4.7 Survival of Confidentiality Obligations. Recipient's obligations
       respecting the confidentiality of the Program and other materials
       containing Proprietary Information shall survive termination of this
       Agreement and shall remain in effect for as long as Recipient
       continues to possess or control the Program or any Proprietary
       Information furnished by Recipient.

5. Term and Termination. This Agreement shall be in effect for a period
of one (1) year from the date hereof unless sooner terminated by Owner, in
its discretion, by written notice to Recipient. Upon receipt of such notice
of termination, Recipient shall, as requested by Owner, return or destroy
the Program and all other materials containing Proprietary Information.
Recipient shall, upon Owner's request, certify to Owner that it has not
retained any copies of any materials containing Proprietary Information of
Owner.

6. Injunctive Relief. In recognition of the fact that the unauthorized
disclosure, copying, or use of the Program or any materials containing
Proprietary Information could cause irreparable harm and significant
injury to Owner, which may be difficult to measure with certainty or to
compensate through damages, Recipient agrees that any court of
competent jurisdiction shall grant such injunctive or other equitable relief
as Owner may seek to enforce the provisions of this Agreement.

7. Miscellaneous.

       7.1 No Agency. The parties hereto are independent contractors,
       and nothing herein shall be construed to create an agency, joint
       venture, partnership, or other form of business association between
       the parties hereto.

       7.2 Multiple Counterparts. This Agreement may be executed in
       several counterparts, all of which taken together shall constitute
       one single agreement between the parties.

       7.3 Section Headings; Exhibits. The section and subsection
       headings used herein are for reference and convenience only and
       shall not enter into the interpretation hereof. The exhibit referred to
       herein and attached [omitted] is incorporated herein to the same
       extent as if set forth in full herein.
                     7.4 No Waiver. No delay or omission by either party hereto to
                     exercise any right or power occurring upon any noncompliance or
                     default by the other party with respect to any of the terms of this
                     Agreement shall impair any such right or power or be construed to
                     be a waiver thereof. A waiver by either of the parties hereto of any
                     of the covenants, conditions, or agreements to be observed by the
                     other shall not be construed to be a waiver of any succeeding
                     breach thereof or of any covenant, condition, or agreement herein
                     contained. Unless stated otherwise, all remedies provided for in
                     this Agreement shall be cumulative and in addition to, and not in
                     lieu of, any other remedies available to either party at law, in
                     equity, or otherwise.

                     7.5 Governing Law. This Agreement shall be governed by and
                     construed in accordance with the laws of the State of [STATE].

                     7.6 Entire Agreement. This Agreement constitutes the entire
                     Agreement between the parties, and there are no understandings or
                     agreements relative hereto other than those that are expressed
                     herein. No change, waiver, or discharge hereof shall be valid
                     unless in writing and executed by the party against whom such
                     change, waiver, or discharge is sought to be enforced.

                     7.7 No Assignment. Neither party shall assign or transfer this
                     Agreement without the prior written consent of the other party, and
                     any attempt to do so shall be void and of no force and effect.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed as set
forth below.


For :[Company]                                          For :Recipient:




(Please sign above and print name and                   (Please sign above and print name and
title here)                                             title here)
Date: August 20, 2012                                   Date: August 20, 2012

				
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