This Confidentiality Agreement (“Agreement”) is made and effective the ___________ (Date), by and between ____________________ (“Recipient”) and _______________ (“Owner”).

Whereas the Recipient wishes to review certain materials and products of the Owner and the owner wishes to retain confidentiality about the same, the Recipient and Owner agree as follows:

1. Confidential Information.

Owner proposes to disclose certain of its confidential and proprietary information (“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 Obli2ations.

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 fifteen (15) 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 fifteen (15) days thereafter.

3. Term.

The obligations of Recipient herein shall be effective today and from the date the 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 sixty (60) 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, unless otherwise agreed in writing and signed by both parties.

7. 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 a recognized over night delivery service such as FedEx.

If to the Recipient: _____________________________________________________.

If to the Owner: ___________________________________________________.

8. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

9. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

10. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

11. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

12. 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.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
Recipient Owner

_________________________
Date

Confidentiality Agreement
Review List

This review list is provided to help you to complete the Confidentiality Agreement and to ensure that the necessary steps are taken to make it effective, yet presentable to get most interested parties to sign it for your corporation’s protection.

1. The Confidentiality Agreement is used when one party (the “Owner”) will disclose its valuable confidential information to someone else (the “Recipient”). This disclosure is “one way”, not reciprocal. Make sure these terms are appropriate for your situation. As a practical matter, you should have several copies available and prepared in advance for meetings with potential recipients. It is far easier to get these signed in person than by mail when they have time to reflect upon it and may have various other parties in their organization possibly undermining your efforts to get it signed.

2. Make sure that your information is marked to show the name of the owner and keep a record of the information that is disclosed. It may also be appropriate to label the information “Confidential”. At the conclusion of the evaluation by the Recipient, the Owner should demand the return of disclosed information as provided in the agreement. Doing this in person makes all of this much easier from a practical point of view. In fact, you should make this an integral and important part of any Sales presentation and be sure your sales people have copies ready for signature.

3. Laws vary from state to state and change over time, especially with regards to these kind of commercial and intellectual property restrictions. Before using this well care document, consider having a lawyer review it to make sure it complies with current regulations as they apply to your corporation in your state.

4. Have the Recipient sign two copies. They keep one for their files; you keep the other for yours. If it should come to litigation at a later date, it will help your cause if they produce the signed document in discovery. We strongly recommend you keep a separate binder for Confidentiality Agreements and periodically review it to be sure all appropriate parties have signed it. Often, new parties will review your materials at the company of the original Recipient. You should make it an ongoing obligation of your sales people and your management to try to obtain these signatures when you visit or meet with the other parties. Do this in person for the best results. Mailing these documents both cuts down on the rate of obtaining signatures and tends to “put off” the potential signatory.

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