Confidentiality Agreement:

Owner proposes to disclose certain of its confidential and proprietary
information (the "Confidential Information") to Recipient. Confidential
Information shall include all data, materials, products, technology,
computer programs, specifications, manuals, business plans, software,
marketing plans, business plans, financial information, and other
information disclosed or submitted, orally, in writing, or by any other
media, to Recipient by Owner. Confidential Information disclosed orally
shall be identified as such within five (5) days of disclosure. Nothing
herein shall require Owner to disclose any of its information.

2. Recipient's Obligations.

A. Recipient agrees that the Confidential Information is to be
considered confidential and proprietary to Owner and Recipient shall
hold the same in confidence, shall not use the Confidential Information
other than for the purposes of its business with Owner, and shall
disclose it only to its officers, directors, or employees with a
specific need to know. Recipient will not disclose, publish or otherwise
reveal any of the Confidential Information received from Owner to any
other party whatsoever except with the specific prior written
authorization of Owner.

B. Confidential Information furnished in tangible form shall not be
duplicated by Recipient except for purposes of this Agreement. Upon the
request of Owner, Recipient shall return all Confidential Information
received in written or tangible form, including copies, or reproductions
or other media containing such Confidential Information, within ten (10)
days of such request. At Recipient's option, any documents or other
media developed by the Recipient containing Confidential Information may
be destroyed by Recipient. Recipient shall provide a written certificate
to Owner regarding destruction within ten (10) days thereafter.

3. Term.

The obligations of Recipient herein shall be effective [Non-Disclosure
Period] from the date Owner last discloses any Confidential Information
to Recipient pursuant to this Agreement. Further, the obligation not to
disclose shall not be affected by bankruptcy, receivership, assignment,
attachment or seizure procedures, whether initiated by or against
Recipient, nor by the rejection of any agreement between Owner and
Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient
as a debtor-in-possession or the equivalent of any of the foregoing
under local law.

4. Other Information.

Recipient shall have no obligation under this Agreement with respect to
Confidential Information which is or becomes publicly available without
breach of this Agreement by Recipient; is rightfully received by
Recipient without obligations of confidentiality; or is developed by
Recipient without breach of this Agreement; provided, however, such
Confidential Information shall not be disclosed until thirty (30) days
after written notice of intent to disclose is given to Owner along with
the asserted grounds for disclosure.

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