[From: Free Document Downloads at TheSmallBusinessOwnersManual.com] This document should be used when your Small Business may enter into a joint marketing or development agreement with another company and confidentiality is a concern. This agreement is not demanding upon the recipient and may be customized/ strengthened via legal counsel or contact. The following text of this document should be reviewed and edited to fit your purposes. [Find, then fill-in, or delete text in brackets like this: “[NNN]” If there are dates in this document, they will automatically change to today’s date. For additional assistance mailto:LegalHelp@TheSmallBusinessOwnersManual.com or call 888/872-6601) Otherwise the following text should be reviewed and edited as needed: [COMPANY LETTERHEAD] Owner Restrictive Disclosure Agreement RECIPROCAL CONFIDENTIALITY AGREEMENT (MULTI-PURPOSE) Date: May 1, 2008 Authorized Recipient: [NAME AND ADDRESS] Purpose for disclosure (hereinafter "Purpose"): [PURPOSE], e.g, “Evaluation of technology or equipment. Description of technology or equipment:” Note: All materials and devices furnished by Company in connection with any evaluation are on temporary loan and must be returned on completion of the evaluation. Note: Except as provided herein, contractual proposals are preliminary and are not binding until jointly approved and executed. Joint business opportunity. [JOINT OPPORTUNITY DESCRIPTION] Note: Except as otherwise provided herein, each party shall (1) be responsible for its own expenses and personnel, (2) remain free to act independently in all other matters, and (3) have unrestricted rights in jointly developed market or customer data. Indicate confidential information, if any, to be provided by Company to Recipient: 1. [ENTER INFORMATION TO BE GIVEN TO RECIPIENT, FOR EXAMPLE]: 2. Identification of End-User needs 3. Internal financial information 4. Other: Indicate Confidential Information, if any, to be provided by Recipient to Company: 1. [ENTER INFORMATION TO BE GIVEN TO COMPANY, FOR EXAMPLE]: 2. Identification of End-User needs 3. Internal financial information 4. Other: 1. Recipient agrees to protect in strict confidence, and agrees not to use or disclose except for the Purpose, all Confidential Information of Company. Confidential Information of Company shall mean all nonpublic technical and business information pertaining to the disclosure(s) described above. In all events, Confidential Information shall include nonpublic inventions, discoveries, and improvements provided or developed by Company. 2. If and to the extent it is indicated above that Recipient will provide Confidential Information of its own to Company, Company agrees to protect in strict confidence, and agrees not to use or disclose except for the Purpose, all such Confidential Information of Recipient. Confidential Information of Recipient shall mean all nonpublic technical and business information indicated herein to be confidential by Recipient. Each party shall take such additional steps as may be necessary to identify any Confidential Information required to be protected hereunder by the other party. Each party shall refrain from disclosing the other party's Confidential Information except to employees who have a need to know such Confidential Information for the Purpose and are obligated to use and disclose such Confidential Information only for such purpose. No disclosure to or use by any other person or entity, including agents, subcontractors, or sublicensees, is permitted without the other party's prior written consent. Each party shall segregate and store securely all materials and devices that contain or evidence Confidential Information required to be protected hereunder by that party. No photograph, copy, or facsimile of any materials or devices that contain or evidence Confidential Information required to be protected hereunder by a party may be made without the other party's prior written consent. The foregoing notwithstanding, neither party shall be obligated to protect or restrict the use or disclosure of any information generally available to the public, independently developed by such party without reliance on Confidential Information of the other party, obtained from a third party who is under no restriction with respect to the use and disclosure of such information, or approved for unrestricted release by the other party in writing. In addition, either party may use and disclose Confidential Information of the other party where required by law, provided that it shall first notify the other party of such requirement and cooperate with respect to any reasonable steps available for the further protection of such Confidential Information. No title or interest in or to any Confidential Information is granted hereunder. Unless otherwise agreed, Company shall have sole ownership of all inventions, discoveries, and improvements and all works of authorship resulting in whole or in part from its efforts, including all associated intellectual property rights. 3. 4. 5. 6. 7. 8. 9. Recipient shall cooperate with Company and execute, or cause its personnel to execute, such further acknowledgments and instruments as may be necessary to establish such ownership. 10. This Agreement shall terminate (a) upon completion of the Purpose or (b) upon written request of either party, whichever is earlier. Upon termination of this Agreement, each party shall return to the other party all materials and devices, including copies thereof, that contain or evidence Confidential Information required to be protected hereunder by that party. Following the termination of this Agreement and the proper return of such materials and devices, the confidentiality obligations set forth hereunder shall continue in effect for a period of two (2) years, except that the confidentiality obligations with respect to any technical information that constitutes a trade secret shall continue in effect for so long as the information remains a trade secret, and the provisions hereof regarding ownership shall continue in effect for so long as necessary to give full effect thereto. Each party agrees that, in the event of any breach of any provision hereof, the aggrieved party will not have an adequate remedy in money or damages. Each party therefore agrees that, in such event, the aggrieved party shall be entitled to obtain injunctive relief against such breach in any court of competent jurisdiction, without the necessity of posting a bond even if otherwise normally required. Such injunctive relief will in no way limit the aggrieved party's right to obtain other remedies available under applicable law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns, except that no assignment of any rights in confidential Information required to be protected hereunder by a party may be made by such party without the prior written consent of the party who benefits from such provision. The waiver of any provision in any instance shall not be construed as a waiver in all other instances. This Agreement shall be governed by the laws of [STATE]. Each party represents and warrants that it has the right to disclose any information provided to the other party in furtherance of the Purpose, without violating any agreement with or right of any other person or company. Confidential Information disclosed by a party hereunder may include Confidential Information of a third party, provided that the third party has authorized such disclosure, and in such event this Agreement shall apply equally to such Confidential Information and shall inure to the benefit of such third party. Where appropriate to give effect to the Purpose, references to the Company or Recipient may include affiliates and subsidiaries, provided that they are bound by the obligations set forth herein. 11. 12. 13. 14. IN WITNESS WHEREOF, THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND, HAVE CAUSED THEIR AUTHORIZED REPRESENTATIVES TO EXECUTE AND DELIVER THIS AGREEMENT: For :Company For :Recipient: (Please sign above and print name and title here) Date: May 1, 2008 (Please sign above and print name and title here) Date: May 1, 2008