One Page Mutual Nondisclosure Agreement (NDA) by hmapstone1

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one page mutual nondisclosure agreement (NDA)

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									                                            NONDISCLOSURE AGREEMENT (“AGREEMENT”)

This Agreement is made by and between the undersigned parties as of _______________________, 2012. The parties intend and
agree to establish a confidential relationship with respect to the disclosure of certain proprietary and confidential information by
each party (“Discloser”) to the other (“Recipient”), in connection with a potential commercial transaction between the parties
(“Purpose”) as further set forth below.

1. Confidential Information. "Confidential Information" includes all information and material, including, without limitation, technical
data or know-how relating to the Discloser’s, or its affiliated entities’ or its or their customers’ business, research, products, services,
inventions, processes, or financial information, including all data, documents, memoranda, notes, analyses, forecasts and other
materials prepared by Recipient which contain, reflect, or are generated from, such information. Recipient’s obligations under this
Agreement do not extend to information that is: (i) publicly known at the time of disclosure or subsequently becomes publicly
known through no fault of the Recipient; (ii) previously known to or independently developed by Recipient without use of or
reference to Discloser’s Confidential Information; (iii) obtained by the Recipient from a third party without restriction on use or
disclosure; or (iv) disclosed by Recipient with Discloser’s prior written consent.

2. Obligations of Recipient. Recipient will hold and maintain Discloser’s Confidential Information in strict confidence and not disclose
such Confidential Information to any third party or use it other than for the Purpose without the prior written consent of Discloser.
Recipient will restrict access to Discloser’s Confidential Information to those employees and authorized representatives who need to
know such information in furtherance of the Purpose and who are bound by written nondisclosure restrictions at least as protective
as those in this Agreement. Upon Discloser’s written request, Recipient shall immediately return to Discloser all Confidential
Information in its possession. Recipient’s disclosure of Confidential Information pursuant to court order or other applicable legal
authority is not precluded provided that Recipient provides Discloser with prior notice and a reasonable opportunity to limit, control,
or prevent such disclosure.

3. Rights in Confidential Information. Discloser will be deemed the owner of its Confidential Information, including all patent,
copyright, trademark and other proprietary rights therein. No licenses or rights under any patent, copyright, trade secret, trademark,
or other property right are granted or are to be implied by this Agreement. CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND
DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING CONFIDENTIAL INFORMATION, INCLUDING AS
TO ITS ACCURACY. DSICLOSER ACCEPTS NO RESPONSIBILITY FOR ANY EXPENSES, LOSSES OR ACTION INCURRED OR UNDERTAKEN BY
RECIPIENT AS A RESULT OF RECIPIENT’S RECEIPT OR USE OF ANY INFORMATION PROVIDED HEREUNDER.

4. General. This Agreement does not constitute a binding obligation on either party with respect to engaging in any business activity
or commercial transaction, including the Purpose. Nothing contained in this Agreement constitutes either party a partner, joint
venturer or employee of the other party. This Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to its conflict of law principles. This Agreement expresses the complete understanding of the
parties with respect to its subject matter, supersedes all prior proposals, agreements, representations and understandings, and may
not be modified except by a writing signed by both parties hereto. The failure to exercise any right provided in this Agreement shall
not be a waiver of prior or subsequent rights. Neither party hereto may assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of the other party, however this Agreement and each party's obligations hereunder
shall be binding on such party’s authorized assigns and successors. If any provision of this Agreement or any portion thereof shall be
held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in
full force and effect, and the affected provisions or portion thereof shall be replaced by a mutually acceptable provision, which
comes closest to the economic effect and intention of the parties hereto. Each party has signed this Agreement through its
authorized representative.

By signing below, each party accepts and agrees to the terms and conditions set forth in this Agreement.


Signature:                                                       Signature:


Printed Name:                                                    Printed Name:


Company:                                                         Company:


Date:                                                            Date:

								
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