Invention Confidentiality and Nondisclosure Agreement
This confidentiality and non-disclosure agreement ("Agreement") is made and entered into as of_____________, 20____("Effective Date") by and between _________________________ (“Inventor”) and _______________________________(“Interested Partner”), (collectively the "Parties" and each a "Party").
Whereas, Inventor has invented or developed one or more inventions as named and identified in Attachment A to this Agreement (the “Inventions”).
Whereas, the Parties desire to disclose certain information related to or in connection with a possible business transaction or relationship between the Parties related to the Inventions. Therefore, the Parties agree to enter into a confidential relationship with respect to the disclosure of certain information related to the Invention.
This Agreement expires five years after the last transmission of information between the Parties hereunder.
In consideration of the mutual covenants set out in this Agreement, the disclosure of certain information, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:
1. Definitions.
(a) "Confidential information" includes all information, data, or know-how related to the Inventions including, but not limited to, that which relates to a Disclosing Party's research, products, designs, ideas, processes, drawings, business plans, product implementations, financial information, marketing techniques, business operation and systems, pricing policies, customers, and/or vendors, (including names and contact information of lenders, brokers and sellers involved in transactions or having done business with the Receiving Party and not the Disclosing Party prior to transfer of such information), disclosed by one Party to another in writing, orally, by inspection, or otherwise. Confidential information does not include information that the Receiving Party can demonstrate:
(i) was in the Receiving Party's possession prior to its being furnished to the Receiving Party under the terms of this Agreement, provided the source of that information was not known by the Receiving Party to be bound by a confidentiality agreement with, or other continual, legal or fiduciary obligation of confidentiality, to the Disclosing Party;
(ii) is now, or hereafter becomes, through no act or failure to act on the part of either party, generally known to the public;
(iii) is rightfully obtained by the Receiving Party from a third party, without breach of any obligation to the Disclosing Party; or
(iv) is independently developed by the Receiving Party without use of or reference to the confidential information.
Confidential information shall include all information of which unauthorized disclosure could be detrimental to the interests of the Disclosing Party whether or not such information is identified as confidential information by the Disclosing Party.
(b)"Representative" includes the receiving party's directors, officers, employees, agents, and financial, legal, and other advisors.
(c)"Disclosing Party" and "Receiving Party" shall include each Party's subsidiaries and parents and their respective directors, officers, and employees ("affiliates"), and the rights and obligations of the Parties hereto therefore also shall inure to such affiliates and may be enforced directly by or against such affiliates.
2. Confidentiality.
(a) The Receiving Party and its representatives shall not disclose any confidential information to third parties, in any manner whatsoever, except as provided in paragraphs 3 and 4 of this Agreement, and shall protect the confidential information for five (5) years following the date of its disclosure.
(b) The Receiving Party shall take all measures reasonably necessary to protect the confidential information received from the Disclosing Party, at least as great as the measures it takes to protect its own confidential information. The Receiving Party shall segregate all confidential information from the confidential information of others in order to prevent commingling.
END OF PREVIEW
