THIS AGREEMENT made as of _______________________ between ____________________________________, of ______________________________________ (the “Discloser”) and ______________________________, of ___________________________ (the “Recipient”).
WHEREAS Discloser owns, possesses or controls certain trade secrets, and proprietary and confidential information acquired through the expenditure of time, effort and money, of a technical and business nature relating to _______________________________ (the “Information”); and
WHEREAS Recipient desires to receive, and Discloser is willing to supply, the Information on the terms and conditions set out herein, solely for the purpose of investigating ____________________________________ (the “Purpose”);
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows:
1.Discloser shall at its discretion provide such of the Information to Recipient as is required for the Purpose, verbally or in writing. Nothing in this Agreement obligates Discloser to make any particular disclosure of Information.
2.All right, title and interest in and to the Information shall remain the exclusive property of Discloser and the Information shall be held in trust and confidence by Recipient for Discloser. No interest, license or any right respecting the Information, other than expressly set out herein, is granted to Recipient under this Agreement by implication or otherwise.
Recipient shall use all reasonable efforts to protect Discloser’s interest in the Information and keep it confidential, using a standard of care no less than the degree of care that Recipient would be reasonably expected to employ for his own similar confidential information. In particular Recipient shall not directly or indirectly disclose, allow access to, transmit or transfer ...
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