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(Example wording —seek legal advice before using this form.) CONFIDENTIALITY AGREEMENT This CONFIDENTIALITY AGREEMENT is entered into as of __________________________,
by and between _________________________________________________ In consideration of collaborative benefits from disclosure of Confidential Information (as defined below) to each other, which each party acknowledges to be good and valuable consideration for its obligations hereunder, each party hereby agrees as follows: 1 Purpose. The sole and limited purpose for which the disclosures hereunder are being made is to disclose Ideas and Concepts of mutual interest to the Disclosing Party and to the Disclosee for the purpose of evaluating their scientific, engineering and commercial validity toward commercializing the idea or concept for mutual interest. Each said idea or concept to be clearly labeled with a unique identifier related to this agreement and marked confidential. Each such disclosure is to be dated and initialed by the Disclosing Party on the day it is transmitted to the Disclosee and by the Disclosee on the day received. Disclosee is to acknowledge receipt of said idea or concept to the Disclosing Party. For the purpose of this agreement, the party disclosing any Confidential Information (including its affiliates) will be the Disclosing Party with respect to such Confidential Information and the recipient party (including its affiliates) shall be the Disclosee with respect to such Confidential Information. 2 Confidential Information. "Confidential Information" means any information or material which is (a) in written or tangible form, (b) is not generally known other than by the Disclosing Party, and (c) which Disclosee may obtain knowledge of through or as a result inspection of the Disclosing Party's premises, access to the Disclosing Parties premises, or communications with the Disclosing Parties employees or independent contractors. "Confidential Information" includes but is not limited to, the following types of information and all other information of a similar nature: all information related to any recommendation or finding arising out of communications between parties, the inspection of patent disclosures, premises, devices, procedures, technical processes and testing methods, any technological innovations developed or in the process of being developed and any other similar types of "know-how," business practices and business information, accounting methods, income sources and amounts and customer lists Confidential Information shall not include information that (i) is now or later becomes generally known (other than as a result of a breach of this agreement), (ii) is independently developed by Disclosee, (iii) Disclosee lawfully obtains from any third party who has lawfully obtained such information, or (iv) is later published and generally disclosed to the public by the Disclosing Party. Disclosee shall bear the burden of showing that any of the forgoing exclusions applies to any information or materials. 3 Disclosure. Without clear and express prior written consent of the Disclosing Party, Disclosee agrees to hold in confidence and not to disclose or reveal Confidential Information received hereunder to any person except for Disclosee's employees, directors, counsel and advisors (collectively "Representatives") who are required to have such Confidential Information in order to perform their functions in connection with the limited purpose of this agreement. Disclosee further agrees not to use any of the Confidential Information received hereunder except for the purpose of evaluating information of the Disclosing Party. If Disclosee or a permitted Representative receives a request, a subpoena or order issued by, or in conjunction with litigation pending in, a court of competent jurisdiction or a governmental body to disclose all or any part of the Confidential Information, Disclosee agrees to the extent lawful, to (i) immediately notify the Disclosing Party of the existence, terms and circumstances surrounding such a request, (ii) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request, (iii) disclose only such Confidential Information which, in the opinion of Counsel, Disclosee is required to disclose, and (iv) use its best efforts to permit the Disclosing Party at the Disclosing Party's expense to obtain an order or other reliable assurance that the confidential treatment will be accorded to such Confidential Information. 4 Return of Copies. Disclosee agrees to return to the Disclosing Party any and all materials received from the Disclosing Party, together with any copies that may have been made, promptly upon the request of the Disclosing Party. At such time Disclosee agrees to return to the Disclosing Party or destroy any materials prepared by Disclosee that incorporate any Confidential Information. 5 Limited Effect. This Agreement does not create any obligation on the parties to enter into a business relationship with each other. This Agreement does not grant Disclosee any license or any other rights with respect the Disclosing Party's proprietary right or Confidential Information. This agreement does not create a joint venture, partnership or employment relationship between ____________________________________ and ____________________________________. Except as specified herein, no party shall have the right or implied authority to create any obligation or duty, express or implied, on behalf of the other party hereto. 6 Miscellaneous. This Agreement sets forth the entire understanding and agreement of the parties with respect to entering a confidential agreement. This agreement is binding upon the successors and assigns of the parties. The law of ____________________________________ shall govern the formation, interpretation and performance of this contract. Breach of the terms hereof may give rise to irreparable harm, and it is agreed that enforcement of the terms hereof may be by means of injunction or other suitable remedy in addition to any other remedy available. This Agreement may not be amended or modified, except in writing signed by the parties. 7 Acknowledgments. Disclosee understands and acknowledges that all Confidential Information disclosed to the Disclosee has been developed or obtained by the Disclosing Party by the investment of significant time, effort and expense and that such Confidential Information provides the Disclosing Party with a significant advantage in its business. Each party represents that it has carefully read and understood this agreement, and each party acknowledges receipt of a copy hereof. Each person executing this Agreement represents that he or she has the authority to enter into this Agreement on behalf of the entity set forth above his or her signature below. 8 Termination. The obligations of each party under this Agreement shall expire _______________ years after the date of this agreement or the date of the latest disclosure transmitted from the Disclosing Party to Disclosee whichever is later. Confidential Information shall not be disclosed to third parties or the public by Disclosee for a period of _______________ years without the Disclosing Party's written permission IN WITNESS WHEREOF, and intending to be legally bound hereby, the duly authorized representatives of the parties have executed the Agreement as of the date set forth above. For Disclosing Party _______________________________ By: ________________________________ Name: _____________________________ Date: ______________________________ For Disclosee _______________________________ By: ________________________________ Name: _____________________________ Date: ______________________________
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