Confidentiality Agreement, Free Confidentiality Agreement Form, Non Disclosure Agreement, Confidentiality Form
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CONFIDENTIALITY
AGREEMENT |
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| THIS
AGREEMENT governs the disclosure of information by and
between Alpha and Beta as of ________________________(the
"Effective Date")." |
1.
Definition Of Confidential Information
As used herein, "Confidential Information"
shall mean any and all technical and non-technical information
related to ___________________________ provided by either
party to the other, including but not limited to (a)
patent(s) and patent applications, (b) trade secret,
and (c) copyrighted information (d) proprietary information--
ideas, techniques, sketches, drawings, works of authorship,
models, inventions, know-how, processes, apparatuses,
equipment, algorithms, software programs, software source
documents, and formulae related to the current, future,
and proposed products and services of each of the parties,
and including, without limitation, their respective
information concerning research, experimental work,
development, design details and specifications, engineering,
financial information, procurement requirements, purchasing,
manufacturing, customer lists, investors, employees,
business and contractual relationships, business forecasts,
sales and merchandising, marketing plans and information
the disclosing party provides regarding third parties.
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2.
Identification Of Confidential Information
If the Confidential Information is embodied in tangible
material (including without limitation, software, hardware,
drawings, graphs, charts, disks, tapes, prototypes and
samples), it shall be labeled as "Confidential"
or bear a similar legend. If the Confidential Information
is disclosed orally or visually, it shall be identified
as such at the time of disclosure. |
3.
Exceptions To Confidential Information
Each party's obligations under this Agreement with respect
to any portion of the other party's Confidential Information
shall terminate when the party to whom Confidential
Information was disclosed (the "Recipient")
can document that: (a) it was in the public domain at
the time it was communicated to the Recipient by the
other party; (b) it entered the public domain subsequent
to the time it was communicated to the Recipient by
the other party through no fault of the Recipient; (c)
it was in the Recipient's possession free of any obligation
of confidence at the time it was communicated to the
Recipient by the other party; (d) it was rightfully
communicated to the Recipient free of any obligation
of confidence subsequent to the time it was communicated
to the Recipient by the other party; (e) it was developed
by employees or agents of the Recipient independently
of and without reference to any information communicated
to the Recipient by the other party; (f) the communication
was in response to a valid order by a court or other
governmental body, was otherwise required by law, or
was necessary to establish the rights of either party
under this Agreement; or (g) it was not identified as
Confidential Information of the disclosing party in
accordance with Section 2.
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4. Handling Of Confidential Information
Each party agrees that at all times and notwithstanding
any termination or expiration of this Agreement it will
hold in strict confidence and not disclose to any third
party Confidential Information of the other, except
as approved in writing by the other party to this Agreement,
and will use the Confidential Information for no purpose
other than________________ with the other party to this
Agreement. Each party shall only permit access to Confidential
Information of the other party to those of its employees
or authorized representatives having a need to know
and who have signed confidentiality agreements or are
otherwise bound by confidentiality obligations at least
as restrictive as those contained herein. |
5.
Confidentiality Agreement Residual Knowledge
Recipient may use its knowledge retained in intangible
form in the unaided memories of its directors, employees,
contractors and advisors as a result of exposure to
the disclosing party's ("Discloser") Confidential
Information. The Discloser acknowledges that the Recipient
may have in conception or development technology and/or
software which may be very similar or even identical
to Discloser's Confidential Information and, as long
as the Recipient obides by Section 4 herein, Discloser
shall have no rights in such technology and/or software.
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6.
Confidentiality Agreement Term And Termination
This Agreement shall terminate two (2) year(s) after
the Effective Date. The Recipient's obligations under
this Agreement shall survive termination of the Agreement
between the parties and shall be binding upon the Recipient's
heirs, successors and assigns for a period of five (5)
years. Upon written request of the other party, a party
shall promptly return to the other all documents and
other tangible materials representing the other's Confidential
Information and all copies thereof.
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7. Confidentiality Agreement Warranties
Each party represents and warrants to the other party
that (i) it has the requisite corporate authority to
enter into and perform this Agreement, and (ii) its
execution and performance under this Agreement, including
its disclosure of Confidential Information to the Recipient,
will not result in a breach of any obligation to any
third party or infringe or otherwise violate any third
party’s rights.
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8. No Export
Neither party shall export, directly or indirectly,
any technical data acquired from the other pursuant
to this Agreement or any product utilizing any such
data to any country for which the U.S. Government or
any agency thereof at the time of export requires an
export license or other governmental approval without
first obtaining such license or approval.
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9. No Reverse Engineering
Each of the parties agrees that the software programs
of the other party contain valuable confidential information
and each party agrees it will not modify, reverse engineer,
decompile, create other works from, or disassemble any
software programs contained in the Confidential Information
of the other party without the prior written consent
of the other party.
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10. No Grant Of Rights
The parties recognize and agree that nothing contained
in this Agreement shall be construed as granting any
property rights, by license or otherwise, to any Confidential
Information of the other party disclosed pursuant to
this Agreement, or to any invention or any patent, copyright,
trademark, or other intellectual property right that
has issued or that may issue, based on such Confidential
Information.
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11.Equitable Remedies
Recipient acknowledges that Recipient’s breach
of this Agreement may cause irreparable harm to Discloser
for which Discloser is entitled to seek injunctive or
other equitable relief as well as monetary damages.
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12.
Confidentiality Agreement Miscellaneous
Neither party shall not transfer or assign this Agreement
to any other person or entity, whether by operation
of law or otherwise, without the prior written consent
of the other. Any such attempted assignment shall be
void and of no effect. This Agreement shall be governed
by, enforced under, and construed and interpreted in
accordance with, the laws of California without reference
to conflict of laws principles. Each party agrees consents
to venue and personal jurisdiction in San Francisco,
California. If any provision of this Agreement is found
by a proper authority to be unenforceable or invalid
such unenforceability or invalidity shall not render
this Agreement unenforceable or invalid as a whole and
in such event, such provision shall be changed and interpreted
so as to best accomplish the objectives of such unenforceable
or invalid provision within the limits of applicable
law. Neither party will assign or transfer any rights
or obligations under this Agreement, including by operation
of law, without the prior written consent of the other
party. The Agreement is the complete and exclusive agreement
regarding the disclosure of Confidential Information
between the parties, and replace any prior oral or written
communications between the parties regarding Confidential
Information. This Agreement may be signed in multiple
copies, each of which shall constitute the same instrument.
Once completely executed, any reproduction of this Agreement
made by reliable means shall be considered an original.
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IN WITNESS WHEREOF, the
parties hereto have caused this Confidentiality Agreement
to be executed as of the Effective Date.
| Alpha Inc. _________________ |
Beta Inc. __________________ |
| By: ______________________ |
By: ______________________ |
| Date: ____________________ |
Date: ____________________ |
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