Hello XXXXXXXXX,

There are a couple of things you need to make sure to protect your proprietary information. (i) Conduct a comprehensive inventory of your business information. Catalog electronic data and identify type and purpose. Once cataloged, rate the risk of each based on its importance to the organization's ongoing operations; (ii) Implement new policies defining procedures for a security breach, system failure or threat. This should include remediation and reporting strategies. All businesses should also have a confidentiality policy signed by all employees. This policy should outline employee responsibility, information use and disclosure practices; (iii) When dealing with sensitive information, have processes in place restricting physical and/or electronic access. This might include keyed or coded entry for paper or password restriction for electronic files or folders, firewalls and program encryption; (iv) With employees aware of their responsibilities, businesses should hold them accountable for confidentiality leaks and breaches caused by their actions. This means enacting consistent disciplinary action for all individuals violating company policy.

Here is a blank form. Sorry I can not attach a document so I had to cut and paste.

PROPRIETARY INFORMATION AGREEMENT

This Agreement is effective , by and between __________ Corporation, located at ____, and ______________acting through its office located at__________.

BACKGROUND This Agreement sets forth the rights and obligations of the parties with respect to the use, handling, protection, and safeguarding of Proprietary Information which is disclosed by and between the parties for the purposes of ______________________________________________________________________ ___________________________________________________________________________________ (specify how the information will be used, identify the specific purpose, such as: review and evaluation, examination or test, preparing a proposal, etc.) in connection with _____________________________ _________________________________________ (specify the program if applicable or the technology).

TERMS AND CONDITIONS 1. Definition of Proprietary Information Proprietary Information means all information related to the purposes that is identified as Proprietary Information, including, but not limited to, technical information in the form of designs, concepts, requirements, specifications, software, interfaces, components, processes, or the like. 2. Procedure to Protect To gain protection under this Agreement as Proprietary Information, an originating party will disclose information in written or other permanent form and will clearly and conspicuously mark such information as being proprietary using an appropriate legend. Information stored in electronic form on disk, tape, or other storage media constitutes information in permanent form. Such electronic information will be adequately marked if a proprietary legend displays when the information originally runs on a computer system and when the information is printed from its data file. If an originating party originally discloses information in some other form (e.g., orally or visually), a receiving party will protect such information as Proprietary Information to the extent that the originating party: a) Identifies the information as proprietary at the time of original disclosure; b) Summarizes the Proprietary Information in writing; c) Marks the writing clearly and conspicuously with an appropriate proprietary legend; d) Delivers the writing to the receiving party within thirty (30) days following the original disclosure. An originating party will not identify information as proprietary unless the originating party believes that such information is proprietary or constitutes a trade secret. The parties will attempt to limit the exchange of Proprietary Information, disclosing only that Proprietary Information necessary for the purposes of this Agreement. 3. Limited Distribution A receiving party will limit access to Proprietary Information it receives to its employees who have a "need-to-know" the Proprietary Information for the purposes expressed above. A receiving party will copy Proprietary Information only as reasonably necessary for it to complete the purposes of this Agreement. In the event that a receiving party uses contract labor in the operation of its business and the receiving party needs to disclose the Proprietary Information to such contract labor personnel to accomplish the purposes of this Agreement, release and disclosure are permitted provided that the contract labor personnel are under obligations to hold such information in confidence under terms and conditions at least as restrictive as the terms and conditions of this Agreement. 4. Limitations on Use or Disclosure For a period of five (5) years after receipt of Proprietary Information under this Agreement, a receiving party will hold Proprietary Information in confidence. Upon expiration of this protection period, all limitations this Agreement imposes on use or disclosure of Proprietary Information will cease. A receiving party may use Proprietary Information only for the purposes set forth above during the term of this Agreement. A receiving party will not disclose Proprietary Information to any nonparty during the protection period, despite any earlier termination of this Agreement. A receiving party will not use Proprietary Information that it receives under this Agreement for design or manufacture without first obtaining the written permission of the originating party. 5. Proposal Legend & Restriction Notification If the parties prepare and submit a proposal, each party may disclose such received Proprietary Information to the U.S. Government to support the proposal. The party submitting the proposal will mark the Proprietary Information with the appropriate restrictive legend that the U.S. Government specifies for use with such proposal and, in accordance with the Government's acquisition regulations, the disclosing party will identify the Proprietary Information which should be furnished to the Government with restrictions on its use, release, or disclosure. The Government and any of its proposal support contractors may review any such proposal that the parties submit. 6. Duty of Care A receiving party will satisfy its obligations to protect Proprietary Information from misuse or unauthorized disclosure by exercising reasonable care. Such care will include protecting Proprietary Information using those practices the receiving party normally uses to restrict disclosure and use of its own information of like importance. A receiving party will not be liable if it accidentally discloses Proprietary Information while exercising reasonable care, provided that, upon discovery of such disclosure, the receiving party attempts to retrieve the Proprietary Information and reviews its practices to attempt to prevent any further accidental disclosures. 7. Exceptions to Duty This Agreement does not restrict disclosure or use of information otherwise qualifying as Proprietary Information if the receiving party can show that any one of the following conditions exists. a. The receiving party knew the information and held it without restriction as to further disclosure when the originating party disclosed the information under this Agreement. b. The receiving party developed the information independently. c. Another source lawfully disclosed the information to the receiving party and did not restrict the receiving party in its further use or disclosure. d. The information was already in the public domain when the originating party disclosed it to the receiving party; entered the public domain after the originating party disclosed it under this Agreement, but through no fault of the receiving party; or became generally known, but through no fault of the receiving party. e. The information was ascertained by proper means other than disclosure under this Agreement. f. The protection period has expired. . The information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, provided that the subpoenaed party notified the disclosing party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given. 8. Disclaimer of License Proprietary Information is and remains the property of the originating party. The receiving party does not receive any right or license under any patents, copyrights, trade secrets, or the like of the originating party. 9. Disclaimer of Warranty Neither party warrants that a receiving party's use of information it receives under this Agreement will be free from claims by nonparties for infringement or misappropriation of intellectual property rights. An originating party does not warrant that any information it discloses is complete, accurate, free from defects, or useful for the purposes of the receiving party.

Provide for some miscellaneous paragraphs (i.e applicable law, notice, etc. ) and signature block.

Please let me know if you have any other questions, or require clarification of this matter. Otherwise please hit "ACCEPT", so I may receive credit for my response. Thank you.

Please hit accept unless you have further questions. thanks