Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

 

This agreement, made this..... day of......., 2002.., shall serve to set forth the terms and conditions under which ..........(hereinafter "ABC") shall disclose to ....................(hereinafter "XYZ"), located in ...................., proprietary and confidential information including, but not limited to specifications and performance characteristics for the ……………...

 

    1. ABC represents and warrants that it has the full and unconditional right to disclosure the information to XYZ

 

    2. It has hereby acknowledged by ABC that XYZ shall incur no liability merely for examining and considering the information

 

    3. ABC shall, after execution of this Agreement by both parties, provide XYZ. with the disclosure of information

 

    4. XYZ agrees not to divulge the information which ABC discloses to XYZ to any third party or parties, or use said information for any purposes other than its evaluation and determination of the appropriateness of entering into a definitive Purchase Agreement relating to the said product. XYZ  shall take all appropriate and reasonable steps to prevent the disclosure of the information provided hereunder to XYZ to any third party or parties, other than XYZ affiliated companies, without written permission by ABC. Nothing in the foregoing shall be construed to prevent XYZ from disclosing or using any information which:

        a) was in XYZ's possession or control prior to the date of disclosure; or

        b) was in the public domain or enters into the public domain through no improper act on XYZ.'s part or on the part of any of XYZ's employees; or

        c) is rightfully given to XYZ from sources independent of ABC

 

    5. XYZ's obligation not to divulge the information disclosed to it by ABC o any third part or parties, or to use such information for the aforesaid evaluation, except as provided  herein, shall be binding upon and shall continue for a period of 3 (three) years from the date of this Agreement.

 

    6. It is understood and agreed that any and all proprietary rights, including but not limited to, patent rights, trademarks and proprietary rights, in and to the information disclosed to XYZ shall be and remain in ABC's possession and XYZ. shall have no rights, title, or interest in and to any information disclosed to XYZ

     

    7. The information will be disclosed to XYZ with the express understanding that neither ABC nor XYZ will be obligated to enter into any further agreement relating to information. In addition, nothing in this Agreement shall be construed as granting a license to XYZ

 

    8. XYZ will promptly evaluate information disclosed hereunder and advise ABC of the results of its evaluation of information and whether or not it is interested in entering into a subsequent Agreement with ABC relative thereto.

 

    9. In case of an expression of positive interest by XYZ, ABC and XYZ agree to discuss reasonable terms for entering into an Agreement enabling XYZ.to obtain rights to information.

 

    10. In case of lack of interest, XYZ shall return all written disclosures of information and retain one copy for archivial purposes.

 

    11. This Agreement shall constitute the entire understanding between ABC and XYZ with respect to information to be disclosed. No modifications, amendment or waiver or any term of this agreement  shall be effective unless in writing and signed by duly authorized representatives of both parties.

 

    12. The rights and duties of the parties shall be governed by the provisions of this contract and subsidiarly by the laws of the State of .............

 

    13. ABC recognizes that XYZ is acting as a Finder in this transaction. Upon disclosure of the names of the principles involved, ABC acknowledges that at the first contact with the principles, ABC will acknowledge in writing that this information and their company was referred to ABC by XYZ

 

IN WITHNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the day and year first-above written.

 

 

AGREED AND ACCEPTED                             AGREED AND ACCEPTED

ABC                                                                      XYZ...............................

by:.......................................                                  by:..................................

Title:                                                                     Title:

Date:....................................                                 Date:...............................