free non-disclosure agreement

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MaryJeanMenintigar

NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT is made and entered into as of ___________, 2008, by and between AABBCC., a Washington corporation, with its principal place of business at _________________________________., Seattle, WA 98188, on its own behalf, and on behalf of its subsidiaries, _____________________________________ DDEEFF, Inc., an Arkansas corporation, and GGHHHII, Inc. a Washington corporation, (hereinafter collectively “PARTY1”) and __________________, a ___________ corporation/partnership ("[company name]") with its principal place of business at __________________________. Oregon and [company name] shall collectively be referred to herein as the “Parties”. RECITALS A Whereas the Parties each possess certain information that it considers confidential and/or proprietary trade secrets relating to its business, including without limitation __________________________________. Whereas the Parties are exploring a commercial relationship to develop and / or implement a partnership in the supply of ____________________. Whereas in connection with the Project, the Parties may disclose certain confidential information to each other. Whereas the Parties desire to provide that all such confidential information shall be kept confidential as further provided herein. B C D AGREMENT THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Definitions (a) "Confidential Information" as used herein means any secret or proprietary information relating directly to either Parties’ business and that of its affiliated companies and subsidiaries, whether communicated in writing, orally, electronically or by other means, including, but not limited to, products, customer lists and other customer information, pricing policies, employment records and policies, operational methods, marketing plans and strategies, product development techniques or plans, business acquisition plans, new personnel acquisition plans, methods of manufacture, technical processes, artwork, logos, trademarks, designs and design projects, inventions and research programs, trade "know-how," trade secrets, specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, and other business affairs of each party's affiliated companies and subsidiaries. Page 14 Confidential Information shall not include information that (i) was publicly available through non-confidential sources when communicated to Recipient; (ii) becomes publicly available through no fault of Recipient; (iii) was in Recipient's possession free of any obligation of confidence when communicated to Recipient; (iv) is rightfully communicated to Recipient by a third party free of any obligation of confidence to Disclosing Party; or (v) is developed by or on behalf of Recipient independently of and without reference to any of Disclosing Party’s Confidential Information. (b) “Disclosing Party” as used herein means the party disclosing Confidential Information and its employees, directors, officers and agents. (c) “Recipient” as used herein means the party receiving Confidential Information and its employees, directors, officers and agents. 2. Disclosure In connection with the Project the Parties may disclose certain Confidential Information to each other. Disclosure of Confidential information shall create no obligation of either Party to consummate the Project or enter into any agreement relating thereto. 3. Nondisclosure (a) This Agreement is valid for a period of three (3) years after termination of any relationship between the parties. Recipient, its employees, directors, officers, consultants and all other agents (i) shall keep strictly confidential all Confidential Information and protect all Confidential Information from disclosure using the same care Recipient uses to protect its own confidential information of like importance, but not less than reasonable care; (ii) shall not, without Disclosing Party’s express authorization, given by one of its authorized officers, use (except in furtherance of the Project), sell, market, or disclose any Confidential Information to any third person, firm, corporation, or association for any purpose; (iii) shall permit access to Confidential Information only to its and its affiliates’ directors, employees / contractors and advisors with a need to know in connection with the Project and who are advised of and agree to comply with the obligations in this Agreement; (iv) shall not modify, disassemble, reverse engineer, decompile, or create other works from any of Disclosing Party’s proprietary software; and (v) shall not, except to the extent reasonably necessary to the Project, (A) make copies of any Confidential Information except upon Disclosing Party’s written authorization, signed by one of that party's authorized officers, or (B) remove any copy or sample of Confidential Information from the premises of Disclosing Party without such authorization. (b) Any authorization to disclose given pursuant to Paragraph 3(a) may include conditions to such disclosure, and in any case disclosure shall be on the conditions that (i) the third party receiving such Confidential Information be advised of the confidential nature of the information, and (ii) the third party receiving such information agree to be bound by the terms of this Agreement. Page 24 (c) In the event that Recipient is or any of its employees or agents are requested or required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process to disclose any Confidential Information to any person not authorized hereunder to receive such Confidential Information, Recipient will provide Disclosing Party with prompt written notice of such so that Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with Disclosing Party’s efforts to do so. In the event such protective order or other appropriate remedy is not obtained, Recipient will disclose in consultation with Disclosing Party, only that portion of the Confidential Information, which is legally required and will exercise best efforts to obtain confidential treatment for such Confidential Information. 4. Return of Material Upon receipt of a request from Disclosing Party, or automatically upon the termination or completion of the Project, Recipient shall promptly, either destroy all of Disclosing Party’s Confidential Information in its possession, including all copies and compilations thereof, whether on computer storage devices, paper form or otherwise, and provide an officer’s certificate confirming its destruction, or, if requested by Disclosing Party, return all of Disclosing Party’s Confidential Information, including all copies and compilations thereof. 5. Survival The Parties’ obligations with respect to Confidential Information shall continue following the termination or completion of the Project, and such obligations shall not terminate until (a) the time provided for herein, or (b) such unit shall cease to be confidential and shall be generally available through non-confidential sources. 6. Equitable Relief Each party acknowledges and agrees that a breach of the provisions of Paragraphs 3, 4 and 5 of this Agreement would cause Disclosing Party to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, Disclosing Party shall have the right to seek specific performance of the provisions of such Paragraphs to enjoin a breach or attempted breach of the provisions thereof, such right being in addition to all other rights and remedies that are available to Disclosing Party at law, in equity, or otherwise. 7. Ownership All Confidential Information shall remain the exclusive property of Disclosing Party, and Recipient shall have no right to use Confidential Information except as provided herein. No patent, copyright, trademark or other proprietary right or license is conveyed by this Agreement with respect to Confidential Information. Page 34 8. Miscellaneous (a) Invalidity. If any provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired. (b) No Warranties. All Confidential Information is provided on an “as-is” basis with no warranty whatsoever as to its accuracy or completeness. Disclosing Party shall have no liability to Recipient arising from Recipient’s use of Confidential Information. (c) Assignment. Neither party will assign or transfer any rights or obligations under this Agreement, including by operation of law, without the prior written consent of the other party. (d) Complete Agreement. The Agreement is the complete and exclusive agreement regarding the disclosure of Confidential Information between the Parties, and replaces any prior oral or written communications between the parties regarding Confidential Information. This Agreement may be signed in multiple copies, each of which shall constitute the same instrument. (e) Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Washington without regard for its conflict of laws. IN WITNESS WHEREOF, this Agreement has been signed on the date first above written. <> By: _________________________ Its: _________________________ PARTY1 By: ________________________ John Doe Its:Executive Vice President Supply and Operations Page 44

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