Product Evaluation And Confidentiality Agreement


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									Product Evaluation and
Confidentiality Agreement
This is an agreement between a product owner and an individual or business that wants
to obtain permission to evaluate the product before purchase. The evaluator promises
that it will keep whatever information learned through the evaluation process strictly
confidential. Customize the information of the parties, the type of products that will be
evaluated, the length of the evaluation period, and more. This agreement is ideal for
small businesses that want to allow consumers to evaluate their products or for small
businesses that want to evaluate products before purchase.

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referred to as the “Agreement”) is entered into as of __________________ [Instructions: Insert
the date of this agreement] by and between __________________________ [Instructions:
Insert the Product Owner’s name] (hereinafter referred to as the “Product Owner”), of
________________________________________________ [Instructions: Insert the Product
Owner’s address] and __________________________ [Instructions: Insert the Evaluator’s
name]         (hereinafter      referred       to       as      the       “Evaluator”),     of
________________________________________________.               [Instructions:    Insert   the
Evaluator’s address]


WHEREAS, Product Owner is engaged in the business of designing, manufacturing and
marketing ___________________________________________________; [Instructions: Insert
the type of products that Product Owner manufactures, designs or markets]

WHEREAS, Evaluator is considering the purchase in quantity of a product manufactured by
Product Owner, known as the __________________________________ [Instructions: Insert
the type of product(s) that will be evaluated] (collectively, the “Product”);

WHEREAS, Product Owner is willing to deliver samples of the Product to Evaluator for
evaluation and performance testing, provided Evaluator acknowledges Product Owner’s
ownership of the Product and agrees to certain conditions, as set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements hereunder, the
parties agree as follows:


1.1      Evaluator acknowledges that (i) Product Owner is the sole owner of the Product and its
components and technology, and (ii) Evaluator has no interest or ownership therein. Evaluator
further acknowledges and agrees that all information disclosed by Product Owner in the course
of their involvement with each other is of a proprietary and confidential nature and is the sole
property of Product Owner. For purposes of this Agreement, all information to be provided by
Product Owner is hereinafter referred to as the “Confidential Information”. The Confidential
Information includes, without limitation, all chemical formulations, drawings, designs,
specifications, know-how, schematics, trade secrets, inventions, books, records, data, reports,
literature and contracts, which pertain to Product Owner or the Product.

1.2     Evaluator shall keep and maintain the Confidential Information in strict confidence and
shall not use, or permit to be used, any portion of the Confidential Information except to evaluate
a possible bid with respect to the manufacture or supply of the Product to Product Owner.

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1.3     Evaluator shall not disclose any portion of the Confidential Information except to its
officers, directors and other representatives who agree to be bound by the terms of this
Agreement and who need to know such information for evaluation purposes. It is the
responsibility of Evaluator to insure that its officers, directors and other representatives who are
given access to the Confidential Information on its behalf will be bound by and will conduct their
behavior in accordance with the terms of this Agreement.

1.4    Evaluator shall use the sample Product solely for evaluation and performance testing to
determine whether Evaluator intends to purchase the Product from Product Owner, and will not
conduct any chemical analysis or “reverse engineering” processes or methods on the Product.
Evaluator covenants that it will not, directly or indirectly, design, manufacture or market any
products utilizing the Confidential Information. Upon notice from Product Owner, Evaluator
shall immediately surrender and return to Product Owner all copies of the Confidential
Information, without retaining any copy thereof, and destroy any notes Evaluator or its
representatives may have prepared with respect to such Confidential Information.


Evaluator acknowledges that the Confidential Information is of a special, unique and
extraordinary character and for that reason Product Owner will be irreparably damaged in the
event that the confidentiality obligations imposed upon Evaluator, as set forth herein, are not
specifically enforced. Accordingly, Product Owner shall be entitled, at its election, to institute
and prosecute proceedings against Evaluator, as set forth herein, in any court of competent
jurisdiction, either at law or equity to: (a) obtain damages for breach of the obligations
hereunder; (b) enforce specific performance of said obligations, or both. Such remedies are
cumulative and not exclusive and shall be in addition to any and all other remedies which
Product Owner may have, at law or in equity, in the event Evaluator breaches any of its
obligations hereunder. The parties hereto confirm that the warranties in this Agreement are
expressly deemed to cover acts of negligence and any inadvertent disclosure or violation of the
terms hereof.


In the event that any party shall bring an action or arbitration in connection with the
performance, breach or interpretation hereof, then the prevailing party in such action, as
determined by the court or other body having jurisdiction, shall be entitled to recover from the
losing party in such action, as determined by the court or other body having jurisdiction, all
reasonable costs and expenses of litigation or arbitration, including reasonable attorneys fees,
court costs, costs of investigation and other costs reasonably related to such proceeding, in such
amounts as may be determined in the discretion of the court or other body having jurisdiction.


This Agreement shall insure to the benefit of and be binding upon the parties and their respective
successors in interest, controlled corporations, partnerships, trusts, proprietorships, affiliates,
agents, trustees or executives.

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This Agreement constitutes the entire agreement between the parties, and all prior negotiations,
representations, or agreements between the parties, whether oral or written, are merged into this
Agreement. This Agreement may only be modified by an agreement in writing executed by the
parties hereto.


The various section headings are inserted for purposes of convenience only and shall not affect
the meaning or interpretation of this Agreement or any section hereof.


In the event that any provisions, or portions thereof, of this Agreement are held to be
unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of
the remaining provisions, or portions thereof, shall not be affected thereby.


This Agreement may be executed in one or more counterparts, all of which together shall
constitute a single agreement, each of which shall be an original for all purposes.


This Agreement shall be construed in accordance with, and all disputes hereunder shall be
governed by, the laws of the State of ________________________. [Instructions: Insert the
state’s laws that will govern this agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized respective officers or representatives.





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