This is an agreement whereby two parties mutually agree to keep confidential certain proprietary information they learn during the course of their interaction. Confidential information includes, but is not limited to, patents, trade secrets, business plans, designs, copyrighted work, ideas, discoveries, and models. In addition, the agreement disclaims the confidentiality of certain information that was freely available in the public domain. This document should be used by small businesses or other entities that want to mutually agree to keep proprietary information confidential.
This is an agreement whereby two parties mutually agree to keep confidential certain proprietary information they learn during the course of their interaction. Confidential information includes, but is not limited to, patents, trade secrets, business plans, designs, copyrighted work, ideas, discoveries, and models. In addition, the agreement disclaims the confidentiality of certain information that was freely available in the public domain. This document should be used by small businesses or other entities that want to mutually agree to keep proprietary information confidential. MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the “Agreement”), which is hereby made on this ________________ day of ______________________, 20__________, governs the disclosure of information by and between ____________________________ and _______________________. 1. Confidential Information “Confidential Information” shall mean any information provided by either Party in writing, or communicated orally, electronically, or in any other form, to the other Party, including but not limited to patent(s) and patent applications, trade secret, business plans, designs, copyrighted work, proprietary information, ideas, discoveries, techniques, sketches, drawings, works of authorship, models, inventions, creations, improvements, developments know-how, processes, apparatuses, equipment, systems, components, technologies, algorithms, formulae, software programs, software source documents, products and services, customer lists, suppliers, investors, employees, licensors, licensees, affiliates, partners, business forecasts, sales and merchandising, training methods and materials, and marketing plans. 2. Exceptions to Confidential Information Confidential Information shall not include the following: a. Information that was freely available in the public domain at the time it was communicated; b. Information that subsequently came to public domain through no fault of the receiving Party; c. Information that is in the receiving Party’s possession free of any obligation of confidence at the time it was communicated to the receiving Party by the disclosing Party; d. Information independently developed by the receiving Party or its representatives without reference to any information communicated to the receiving Party by the disclosing Party; e. Information provided by receiving Party in response to a valid order by a court or other governmental body or disclosure that is otherwise required by law; and f. Information approved for release by written authorization of an officer or representative of the disclosing Party. 3. Use of Confidential Information The receiving Party hereby agrees: (a) to hold the Confidential Information in strict confidence and to take all reasonable steps and precautions to protect such Confidential © Copyright 2013 Docstoc Inc. 2 Information (including, without limitation, all precautions the receiving Party employs with respect to its own confidential information); (b) not to disclose any such Confidential Information or any information derived therefrom to any third person or entity; (c) not to make any use of such Confidential Information except to evaluate internally its relationship with the disclosing Party; and (d) not to copy or reverse engineer any such Confidential Information. 4. Permitted Disclosures Receiving Party shall disclose the Confidential Information received under this Agreement to any person within its organization only if such persons: (a) have a need to know and (b) are bound in writing to protect the confidentiality of such Confidential Information. This Section shall survive and continue after the expiration or termination of this Agreement and shall bind the receiving Party, its employees, agents, representatives, successors, heirs, and assigns. 5. Ownership Receiving Party recognizes that all work product and any tangible information including, but not limited to, plans, photographs, records, data, notes, reports, and other documents prepared by receiving Party by using the Confidential Information of disclosing Party, including all copies thereof, and such work product and information shall be the sole property of disclosing Party. This Agreement shall not be construed in a manner allowing the receiving Party to acquire, by implication or otherwise, any right in, title to, or license in respect of the Confidential Information disclosed to it by the disclosing Party. Upon receipt of any request by the disclosing Party, the receiving Party agrees to immediately deliver all such materials prepared by receiving Party to disclosing Party. 6. Term This Agreement shall terminate ____________ (___) year(s) from the date above written. The receiving Party’s confidentiality obligations under this Agreement, however, shall survive the termination of this Agreement and shall be binding for a period of _________ (____) years. 7. Return of Confidential Information All Confidential Information provided by disclosing Party under this Agreement shall remain the sole and exclusive property of the disclosing Party. Receiving Party agrees to return and destroy all Confidential Information to Disclosing Party within ____ (__) days of written demand by disclosing Party. 8. Specific Performance The receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of the terms of this Agreement may cause disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore the receiving Party agrees that disclosing Party shall have the right to apply to a court of competent jurisdiction for specific performance or for an order restraining and © Copyright 2013 Docstoc Inc. 3 enjoining any such further disclosure or breach and for such other relief as the disclosing Party shall deem appropriate. Such right of the disclosing Party shall be in addition to any other remedies otherwise available to the disclosing Party at law or in equity. Receiving Party expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by the disclosing Party. 9. Miscellaneous a. This Agreement sets forth the entire agreement and understanding between the Parties and supersedes all prior oral and written agreements and understandings between them relating to the subject matter of this Agreement. This Agreement may not be modified or discharged, in whole or part, except by an agreement in writing signed by both Parties. This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the non-transferring Party. b. This Agreement will be binding upon, and inure to the benefit of, the Parties hereto and each Party’s respective successors and assigns. c. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected and the rights and obligations of the Parties hereto shall be construed and enforced as if the Agreement did not contain the particular provision held to be unenforceable. d. This Agreement shall be governed by and interpreted in accordance with the laws of the State of _________________, without regard to its provisions as to choice of law. e. Each Party hereto represents and warrants that it has the full power and authority to enter into and perform this Agreement, and each Party knows of no law, rule, regulations, order, agreement, promise, undertaking, or other fact or circumstance that would prevent its full execution and performance of this Agreement. f. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the __________ day of ____________________, 20__________. By: By: Date: Date: Address: Address: © Copyright 2013 Docstoc Inc. 4
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