The parties to this Agreement are:
___________________________
(Hereinafter referred to as the “Inventor”)
and
___________________________
(Hereinafter referred to as the “Receiving Party”)
Purpose of Disclosure:
(Hereinafter referred to as the “Purpose”)
1. Confidential Information
The Confidential Information as disclosed by the Inventor, who
warrants his/her legal right to do so, are described as follows:
Any additional disclosure of Confidential Material made orally or in
any other manner shall be reduced to writing and delivered to the
Receiving Party within thirty (30) days of disclosure and shall be
clearly marked as Confidential.
Upon written request by the Inventor any and all copies and records
of the Confidential Information shall be promptly returned by the
Receiving Party to the Inventor.
2. Obligations of the Receiving Party
The Receiving party undertakes:
a) To keep all information and materials and models disclosed by the
Inventor in strictest confidence and not to use any such information
and materials for any use but the Purpose as described in this
Agreement, unless obliged by law to do so or with prior written
permission by the Inventor.
b) To keep all Confidential Information secure and only to disclose it
to another party who need to know for the Purpose and to bind such
other parties by the same non-disclosure obligation as contained in
this Agreement.
c) To regard all information disclosed in whatever form by the
Inventor as confidential, except for the following:
i) Any information or materials which are in the public domain or
become publicly known in future through no breach of this Agreement
by the Receiving Party.
ii) Any information or materials shown to be known to the Receiving
Party prior to disclosure by the Inventor, or which the Receiving Party
has learned, created or discovered independently or through legitimate
means from a source who has no duty of confidentiality to the
Inventor.
d) To remain bound by the non-disclosure provisions of this
Agreement until released in writing by the Inventor or until the
Confidential Information no longer qualifies to be defined as such in
law.
3. Relationships
Nothing in this Agreement shall be construed as creating a
contractual relationship of any nature at present or in future between
the parties beyond the disclosure of information and the purpose
thereof, nor shall either party be liable or obliged to the other, nor
grant any Intellectual Property rights, licence or interest in the
information and materials disclosed.
4. General
a) This Agreement constitutes the entire and exclusive agreement
between the parties with respect to the subject matter hereof and any
amendment shall not be valid unless made in writing and signed by
both parties.
b) This Agreement shall be governed and construed in accordance
with the laws of the State of ____________ and the parties consent to
settle any and all disputes in a court of competent jurisdiction in the
State of ________ where after the prevailing party shall have the right
to collect all reasonable attorney fees and costs from the other party.
c) If any of the provisions in this Agreement are judged to be invalid
or unenforceable, it shall not affect the remaining provisions of this
Agreement.
Recipient of Confidential Information
Name: _________________________ Title: ___________________
Address: _______________________________________________
Signature: _________________________ Date: _______________
Inventor
Names: ________________________________________________
Address: _______________________________________________
Signature: _________________________ Date: _______________
