[From: Document Downloads at TheSmallBusinessOwnersManual.com]
[Find, then fill-in, or delete text in brackets]
[Dates shown will autoprint the today’s date]
Use this agreement when your Small Business may provide
software to a prospective licensee and confidentiality is a
concern. This agreement is not demanding upon the recipient
and may be customized/strengthened via legal counsel or
The following text should be reviewed and edited as needed.
CONFIDENTIALITY AGREEMENT WITH PROSPECTIVE LICENSEE
Date: August 20, 2012
[NAME AND ADDRESS]
Re: Terms of Disclosure of Program
Upon acceptance of the terms of this letter by your signature below, you are
hereby authorized to receive and review [NUMBER] copies of the computer software
package known as [PROGRAM NAME],. ("the Program"), which includes (1) a
magnetic tape containing object code computer software and (2) related end-user
documentation. All right, title, and interest in and to the Program is retained by [specify
name of Program owner] ("Company"), and is disclosed to you only for evaluation
purposes in accordance with the terms of this letter. The limited right conferred by this
letter is nontransferable and is revocable at will by Company.
1. You are granted a personal, nonassignable, nonexclusive, fully revocable
license to install the Program in your [ENTER computer by make, model, and serial
number] and to use the Program solely for the purpose of evaluating its performance in
order to determine whether to enter into the attached Program License Agreement
[ENTER OMITTED or ATTACHED].
2. The Program is provided to you on a confidential basis and is to be used and
handled by you only to the limited extent necessary for your internal review in
accordance with the limitations herein. The Program is a commercially valuable,
proprietary, unpublished product of Company, the design and development of which
reflect the efforts of skilled development experts and the investment of considerable time
and money. The Program is based on substantial trade secrets of Company, and Company
claims and reserves all rights and benefits afforded under federal copyright law and
international copyright treaties in the Program as an unpublished work.
3. You are required to devote your best efforts to prevent any use or disclosure of
the Program or of any trade secret embodied or reflected in the Program, except to the
limited extent necessary for purposes of your internal review of the Program. You
consequently agree to ensure that all of your personnel afforded access to the Program or
any trade secret embodied or reflected therein protect such material and trade secrets
against any improper use or disclosure. You agree that no copies shall be made of the
Program or any portion thereof and that you shall not reverse engineer or decompile the
object code of the Program into source code.
It is understood that the foregoing shall not apply to information that (1) is in the
public domain through no fault of your own at the time of its disclosure to you, (2) is
independently developed by you or others without reliance on the information, media,
and materials provided to you hereunder, or (3) subsequent to disclosure hereunder, is
disclosed to you without restriction by a person having the right to make such a
disclosure without breach of an obligation of confidentiality.
4. You are required to return the Program, including all portions or copies thereof,
to Company upon the earliest of (1) the conclusion of your evaluation of the product, (2)
the written demand of Company, or (3) the expiration of [TIME ALLOWED] weeks
following the date set forth above. The terms of this letter regarding the protection and
security of the Program shall remain in full force and effect for so long as you continue to
use, possess, or have access to the Program, including any trade secrets embodied or
5. Company hereby grants you the right and option, exercisable at any time during
the [TIME ALLOWED] weeks following the date set forth above, to acquire a
nonexclusive license to the Program, upon your execution of the attached Program
License Agreement and payment of the fees set forth therein.
6. The Program is provided for evaluation without charge to aid you in your
decision and COMPANY SHALL HAVE NO LIABILITY FOR ANY WARRANTY,
TRAINING, OR INSTALLATION SERVICES, OR USE OF THE PROGRAM OR ITS
OUTPUT IN CONNECTION WITH SUCH EVALUATION. Your sole recourse in the
event of any dissatisfaction with the Program is to stop using it and return it.
If the terms of this letter are agreeable to you, please sign in the space provided
below and return one copy of this letter to the undersigned.
For :[Company] For :Recipient:
(Please sign above and print name and
title here) (Please sign above and print name and
Date: August 20, 2012 Date: August 20, 2012