Non Disclosure

Non Disclosure
This Nondisclosure Agreement (the “Agreement”) is entered into as of _____________ (the “Execution Date”), by and between John Burnett, (“Disclosing Party”) and ______________ , (“Receiving Party”) for the purpose of discussing and/or pursuing a possible business relationship between the parties, (the “Purpose”) and to prevent the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).
1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility with regards to either the Purpose, or within the business in which Disclosing Party is engaged; including, but not limited to: (1) information which relates to the any products or services offered by or through the Disclosing Party (“Products”) and their manufacture, sale or use, including financial statements, costs and expense data, marketing and consumer data, production data, know how, trade secrets, secret processes and formulae, technical data and reports, or any other information relating to the products and services offered by or through the Disclosing Party which is not generally ascertainable from public or published information, regardless of whether such information was provided pursuant to the terms of this Agreement, by request of the other party or in any other manner; all of the foregoing being included in this definition whether presently existing, under consideration, planned or in development; (2) all information disclosed in oral, written, graphic, photographic, recorded, diagramed, digital, electronic or any other form by Disclosing Party as well as the content of this Agreement and the content of any and all discussions between the parties related to this Agreement or otherwise; (3) the trademarks, services marks, and other proprietary information of the Disclosing Party, including any information developed in connection with the Purpose, all which shall be the property of the Disclosing Party; Disclosing Party shall be under no obligation to Receiving Party with respect thereto; (4) computer software programs, corporate operations procedures, marketing plans and methods, customer lists, prospective clients lists, regardless of whether such lists have been distilled or tailored for the specific use of the Disclosing Party; (5) strategic and development plans, financial condition, business plans, co developer identities, data, business records, projections, business structure and concepts, customer lists, project records, market reports, employee lists and business manuals, policies and procedures, information relating to processes, technologies or theory and all other information which may be disclosed by Disclosing Party or to which Receiving Party may be provided access by Disclosing Party or others in accordance with this Agreement, or which is generated as a result of the Agreement between the parties.
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. No Grant of Rights. Neither the execution and delivery of this Agreement, nor the furnishing of any Confidential Information by Disclosing Party shall be construed as granting to the Receiving Party either expressly, by implication, estoppel or otherwise, any license under any invention, copyright, trade secret or patent now or hereafter owned or controlled by the Disclosing Party, nor any right to use on a royalty-free basis the information made available to the Receiving Party, except to fulfill the Purpose. Nothing in this Agreement shall be deemed or construed to grant to Receiving Party a license to sell, develop, exploit or further develop any Confidential Information of the Disclosing Party.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
6. Assigns and Successors. This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party.
7. Survival of Provisions. 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, Confidential Information or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
8. 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.
9. Severability. In the event that any provision hereof or any obligation hereunder is found invalid or unenforceable pursuant to judicial decree or decision, any such provision or obligation shall be deemed and construed to extend only to the maximum permitted by law, and the remainder of this Agreement shall remain valid and shall be interpreted so as best to effect the intent of the parties.
10. No Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Execution Date first written above.
Receiving Party Disclosing Party
Signature: ___________________ Signature: ___________________
Name:______________________ Name: John Burnett
Title:_______________________ Title:_______________________
Date:_______________________ Date: _______________________


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