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CONFIDENTIALTY AGREEMENT


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Datamatrix – Confidentiality Agreement

Suite 1008

CONFIDENTIALTY AGREEMENT


Example (1)
Example (2)

The following example is offered as a courtesy to provide you with a basic understanding of what is the minimal requirement for such a form. This is not intended to replace proper legal advice which we strongly advise.

This Confidentiality Agreement ("Agreement") is made and effective the [Date] by and between [Owner] ("Owner") and [Recipient] ("Recipient").

  1. Confidential Information .
    Owner proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information.
  2. Recipient's Obligations .
    A. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner.

    B. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within ten (10) days thereafter.
  3. Term .
    The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.
  4. Other Information .
    Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by Recipient without obligations of confidentiality; or is developed by Recipient without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Owner along with the asserted grounds for disclosure.
  5. No License .
    Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.
  6. No Publicity .
    Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner.
  7. Governing Law and Equitable Relief.
    This Agreement shall be governed and construed in accordance with the laws of the United States and the State of [State of Governing Law] and Recipient consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. Recipient agrees that in the event of any breach or threatened breach by Recipient, Owner may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Owner against any such breach or threatened breach.
  8. Final Agreement .
    This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
  9. No Assignment .
    Recipient may not assign this Agreement or any interest herein without the Owners express prior written consent.
  10. Severability .
    If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
  11. Notices .
    Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

    If to Owner:

    [Owner]

    [Owner's Address]

    If to Recipient:

    [Recipient]

    [Recipient's Address]
  12. No Implied Waiver .
    Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
  13. Headings .
    Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

    [Owner] Signature Block [Recipient] Signature Block

    [Owner] Signature Block [Recipient] Signature Block

CONFIDENTIALITY AGREEMENT
EXAMPLE NUMBER 2


THIS AGREEMENT is made as of ____________________, 20________, by and between ____________________________________ (hereinafter referred to as “ Company ”), a corporation duly organized under the laws of the State of ____________, and having its principal place of business at ________________

________________________________________________________, and The _
_______________________________________Foundation (hereinafter referred to as “ Foundation ”, having it principal place of business at _________________

________________________________________________________________.

  • The parties to this Agreement have developed or acquired technical and other proprietary information relating to _____________________ Foundation Invention Number _____________________, entitled “__________________” (hereinafter referred to as “ Confidential Information ”) and the parties wish to ensure that the information which may be disclosed to each other is treated in strictest confidence.
  • Each of the parties desires to receive such Confidential Information from the other for the limited purpose of evaluating the suitability of entering into a business relationship or sponsorship of research, and each party recognizes the importance of safeguarding such Confidential Information against unauthorized use or disclosure.

NOW, THEREFORE, in consideration of the disclosure made hereunder, and covenants entered into herewith, Company and Foundation agree as follows:

Company and Foundation are willing to disclose such information to each other under the following conditions:

  1. Each party's Confidential Information shall be supplied to the other party in written, graphic, [photographic, recorded, prototype, sample, or in any other tangible form and shall be identified as such at the tie of disclosure and confirmed in written summary form within thirty (30) days after its disclosure to the receiving party.
  2. As used in this Agreement, “Confidential Information” shall mean all data, samples, technical and economic information, commercialization, clinical and research strategies, trade secrets and know-how disclosed or provided by one party to the other in accordance with Paragraph 1, except such information which (a) can be shown by the receiving party to have been in its possession prior to disclosure to it by the other party; (b) at the time of disclosure hereunder is, or thereafter, becomes, through no fault of the receiving party, part of the public domain by publication or otherwise; (c) is furnished to the receiving party by a third party after the time of disclosure hereunder as a matter of right and without restriction on its disclosure; (d) is independently developed by employees or agents of the receiving party who have not had access direct or indirect, to the Confidential Information received from the other; (e) is furnished to others by the disclosing party without restriction on disclosure; or (f) is disclosed to a third party with the written approval of the disclosing party.
  3. Each party agrees to limit its use of any Confidential Information received from the other party to the evaluation for the additional purpose of negotiating in good faith the terms and conditions of a licensing or research agreement between them, and for no other purpose unless the parties shall otherwise agree in writing. Each party agrees to not make use, sell, offer for sale, or have made, any product or service based upon the Confidential Information provided to it without executing a licensing agreement. Each party further agrees not to reverse engineer or disassemble the technology disclosed to it.
  4. Each party agrees to maintain in confidence and not to disclose any Confidential Information received from the other party other than to employees or agents who have a need to know the Confidential Information for the purpose described in Paragraph 3.
  5. Each party agrees not to make any copies in whole or in part of Confidential Information or analyze samples of tangible materials included therein, which are not available on the open market or from other sources, for any purposes other than the purposes set forth in Paragraph 3, and will, upon request by the disclosing party, return all tangible materials furnished hereunder and any notes or memoranda of conversations relating thereto, including any copies thereof.
  6. The party receiving Confidential Information under this Agreement shall be held to the same standard of care in protecting such information as the receiving party normally employs to preserve and safeguard its own Confidential Information of similar kind.
  7. The obligation of the parties under this Agreement shall terminate on the fifth anniversary of the date of this Agreement.
  8. No right or license under any patent application, patent or other proprietary right is granted hereunder by implication or otherwise.
  9. This Agreement may not be changed or modified or released, discharged, abandoned, or otherwise terminated in whole or in part, except by an instrument in writing signed by a duly authorized officer of each of Company and Foundation .
  10. This Agreement shall be construed under the laws of the State of ___________________.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

The ________________ Foundation

By___________________                        Date______________

Title _________________

Company

By___________________                       Date______________

Title_________________

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AID TO BUSINESS
FLOOR 1
GOING INTO BUSINESS?
STARTING A BUSINESS
ESSENTIAL TO STARTING
SELECTING A COMPANY STRUCTURE
FLOOR 2
BOOKS AND ACCOUNTS
NEW PRODUCTS & SERVICES
DEFINING PRODUCT AND COMPANY
FROM PRICING TO TRADE SHOWS
FLOOR 3
MARKETS & MARKETING
MARKETING CHANNELS
E-COMMERCE
MARKETING YOUR WEBSITE
FLOOR 4
CREATING A BUSINESS PLAN
FINANCIAL PAGES
ANALYZING COMPANY REPORTS
SECURING CAPITAL
FLOOR 5
CORPORATIONS AND THE LAW
PURCHASE OF AN ENTERPRISE
VALUATION PRINCIPLES
VALUATION OF FINANCIALS
FLOOR 6
LAND & PROPERTY ISSUES
PROPERTY TRUSTS
CONTRACTS AND LETTER OF INTENT
GLOSSARY OF LAND & PROPERTY TERMS
FLOOR 7
OPERATION OF A BUSINESS
HEALTH & SAFETY
STOCK AND INVENTORY CONTROL
TRANSPORTATION
FLOOR 8
CONSUMER PROTECTION
ENVIRONMENT, HEALTH AND SAFETY TERMINOLOGY
POLLUTION, EFFLUENT & WASTE MANAGEMENT
REGULATORY BODIES
FLOOR 9
EMPLOYING PEOPLE
RESPONSIBILITIES OF AN EMPLOYER
EMPLOYMENT STATUS
THE EMPLOYER/LABOR AND THE LAW
FLOOR 10
GROWTH AND EXPANSION
JOINT VENTURE AGREEMENT
PARTNERSHIP AGREEMENT
CONFIDENTIALTY AGREEMENT
FLOOR 11
ACQUISITIONS & MERGERS
SALE OR LIQUIDATION
AGREEMENT TO SELL BUSINESS
BILL OF SALE OF BUSINESS
FLOOR 12
COPYRIGHTS AND PATENTS
TAX OVERVIEW
GLOSSARY OF BUSINESS TERMINOLOGY 1
GLOSSARY OF BUSINESS TERMINOLOGY 2

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