Confidentiality No Raid Non Interference Agreement

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Confidentiality No Raid Non Interference Agreement Powered By Docstoc
					                     Letterhead of [XYZ Corporation, Company, or Entity]


                                                     Month Day, Year

Addressee

In consideration for and as a condition of [XYZ Corporation, Company or Entity], a [______]
[corporation, or company or entity description, e.g. LLC]. (the "Company"), furnishing to you
certain confidential information regarding the Company and/or its subsidiaries and/or its
business and/or its operations, you acknowledge the confidential and proprietary nature of the
information and agree to hold and keep the same as provided in this letter agreement.

As used herein the term "Evaluation Material” refers to any and all internal, commercial or other
information concerning the business and affairs of the Company and/or its subsidiaries and/or its
business and/or its operations that has been or may hereafter be provided to you, irrespective of
the form of the communication, by the Company and/or its subsidiaries and/or its business and/or
its operations or their respective employees, representatives or agents and all notes, analyses,
compilations, studies or other documents or data which contain or reflect such information or
any part thereof. Included within the meaning of Evaluation Material information is information
of any type, whether provided directly, indirectly, electronically, in writing or by any other
means, and whether or not proprietary or protectable under intellectual property rights, about the
business, records, assets, products, procedures, customers, suppliers, operations, property,
finances, technical information, trade secrets and general affairs including the business plan of
the Company and/or its subsidiaries and/or its business and/or its operations.

You agree the Evaluation Material will be used solely for the purpose of evaluating a possible
transaction between you and the Company. You agree the Evaluation Material shall not be used
for any other business, competitive or commercial purpose, nor in any way detrimental to the
Company. You agree that the Evaluation Material will be kept confidential by you and your
agents, provided, however, that (i) any of such information may be disclosed to your directors,
officers, employees, agents and representatives (collectively, "Advisors") who need to know
such information for the purpose of evaluating a possible transaction (it being understood that
such directors, officers, employees, agents and representatives shall be informed by you of the
confidential nature of such information and shall be required by you to treat such information
confidentially and in conformance with this letter agreement), and (ii) any disclosure of such
information may be made to which the Company hereafter consents in writing. Upon request,
you agree to notify the Company as to the identity of all Advisors to whom the disclosure or
delivery of the Evaluation Material has been made. Promptly upon the request of the Company,
you will deliver to the Company all copies of all Evaluation Material which are in the
possession, custody or control of you or your Advisors, if applicable, and will not retain any
copies, extracts, other reproductions or data, in whole or in part of such materials; provided that,
in lieu of delivering the same to the Company, all summaries, notes, internal analyses,
compilations, studies or other textual, numerical, graphical materials or data whatsoever prepared
by you or your advisors based on the information in the Evaluation Material will, at your or your
Advisors' election., as applicable, be destroyed and all Evaluation Material which are in
electronic format will be erased, and such destruction or erasure shall be certified in writing to
the Company by an authorized officer supervising such destruction or erasure. You agree that no
right or license is granted to you or your Advisors in relation it the Evaluation Material except
for the use expressly permitted under this letter agreement

You acknowledge that you are aware and will advise your Advisors who are involved as to the
matters that are the subject of this letter agreement that certain laws prohibit any person who has
received material, non-public information concerning the matters which are the subject of this
letter agreement from engaging in any transaction in the securities any issuer for whom such
information may be material or from communicating such information to any person under
circumstances in which the recipient of such information may 
				
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Description: Document with Confidentiality, No Raid and Non Interference Provisions. No raid provisions mean that persons with whom you are negotiating is prohibited by agreement from hiring your employees or interfering with your relationships with customers, contractors or the like.
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PARTNER Joseph Carney
I am a securities, corporate, real estate, litigation, and agriculture law attorney, practicing since 1977. I worked at the SEC for 5 years, was an associate and a partner is a large law firm for 10 years and have had my own law firm since 1994. www.jcarneylegal.com is my url.