This agreement is between___________(herein after "Receiving Party") and ______(herein after "Disclosing Party")
Whereas the parties are contemplating entering into a joint business enterprise together.
Whereas Receiving Party is contemplating making an investment to fund the business opportunity proposed by Disclosing Party.
Whereas in order for Receiving Party to determine whether this business opportunity is a wise investment, it is requesting the disclosure of confidential information by Disclosing Party.
Accordingly, in consideration of the mutual promises contained below, and to induce Disclosing Party to disclose the information, Receiving Party and Disclosing Party agree as follows:
1. Definition of Confidential Information. "Confidential Information" means nonpublic information that a party to this Agreement ("Disclosing Party") provides to the other party of this Agreement and is designated as being confidential, or under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, nay oral, written, website-based, graphic or machine-readable information, technical data or know-how, product plans, products, developments, inventions, processes, designs, drawings, software, business concepts, computer codes, business plans, agreements with third parties, services, customers, marketing or finances, notes, analyses, compilations, studies or other documents prepared by Disclosing Party, including, relating to, released or unreleased business policies or practices, and information received from other that Disclosing Party is obligated to treat as Confidential Information includes all copies, summaries and extracts of the foregoing.
All Confidential Information disclosed by either party are and shall remain, as between the parties, the exclusive property of the original Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right or license to Receiving Party in, to or under Disclosing Party's Confidential Information and/or any related patents, copyrights, trademarks, trade secret information or any other intellectual property or proprietary rights of any kind or nature.
2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative and is effective as of the date of signature.
___________________________ (Printed Name)
__________________________________________(Signature) ___________________________ (Printed Name)