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This Agreement is entered into as of ___<\/mark>,\u00a0 the \u201cEffective Date<\/strong>\u201d, by and between ___<\/mark>, hereinafter known as\u00a0 “Party A<\/strong>“, and ___<\/mark>, hereinafter known as “Party B<\/strong>“.\u00a0<\/p>\n WHEREAS Party A and the Party B, hereinafter known as the \u201cParties<\/strong>\u201d, have an\u00a0 interest in participating in discussions wherein either Party may share information with\u00a0 the other that the disclosing Party considers to be proprietary and confidential to itself\u00a0 (\u201cConfidential Information<\/strong>\u201d); and\u00a0<\/p>\n WHEREAS the Parties agree that Confidential Information of a Party may include, but not be limited to, that Party\u2019s: (1) business plans, methods, and practices;\u00a0 (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products,\u00a0\u00a0patent applications, and other proprietary rights; or (4) specifications, drawings,\u00a0 sketches, models, samples, tools, computer programs, technical information, or other\u00a0 related information;\u00a0\u00a0<\/p>\n NOW, THEREFORE, the Parties agree as follows:\u00a0<\/p>\n 1. Either Party may disclose Confidential Information to the other Party in\u00a0 confidence provided that the disclosing Party identifies such information as proprietary\u00a0 and confidential either by marking it, in the case of written materials, or, in the case of\u00a0 information that is disclosed orally or written materials that are not marked, by notifying\u00a0 the other Party of the proprietary and confidential nature of the information, such\u00a0 notification to be done orally, by e-mail or written correspondence, or via other means of\u00a0 communication as might be appropriate.<\/p>\n 2. When informed of the proprietary and confidential nature of Confidential\u00a0 Information that has been disclosed by the other Party, the receiving Party (\u201cRecipient<\/strong>\u201d)\u00a0 shall, for a period of ___<\/mark> from the date of disclosure, refrain from\u00a0 disclosing such Confidential Information to any contractor or other third party without\u00a0 prior, written approval from the disclosing Party and shall protect such Confidential\u00a0 Information from inadvertent disclosure to a third party using the same care and\u00a0 diligence that the Recipient uses to protect its own proprietary and confidential\u00a0 information, but in no case less than reasonable care. The Recipient shall ensure that\u00a0 each of its employees, officers, directors, or agents who has access to Confidential\u00a0 Information disclosed under this Agreement is informed of its proprietary and\u00a0 confidential nature and is required to abide by the terms of this Agreement. The\u00a0 Recipient of Confidential Information disclosed under this Agreement shall promptly\u00a0 notify the disclosing Party of any disclosure of such Confidential Information in violation\u00a0 of this Agreement or of any subpoena or other legal process requiring production or\u00a0 disclosure of said Confidential Information.<\/p>\n 3. All Confidential Information disclosed under this Agreement shall be and remain\u00a0 the property of the disclosing Party and nothing contained in this Agreement shall be\u00a0 construed as granting or conferring any rights to such Confidential Information on the\u00a0 other Party. The Recipient shall honor any request from the disclosing Party to promptly\u00a0 return or destroy all copies of Confidential Information disclosed under this Agreement\u00a0 and all notes related to such Confidential Information. The Parties agree that the\u00a0 disclosing Party will suffer irreparable injury if its Confidential Information is made\u00a0public, released to a third party or otherwise disclosed in breach of this Agreement and\u00a0 that the disclosing Party shall be entitled to obtain injunctive relief against a threatened\u00a0 breach or continuation of any such breach and, in the event of such breach, an award of\u00a0 actual and exemplary damages from any court of competent jurisdiction.<\/p>\n 4. The terms of this Agreement shall not be construed to limit either Party\u2019s right to\u00a0 develop independently or acquire products without use of the other Party\u2019s Confidential\u00a0 Information. The disclosing party acknowledges that the Recipient may currently or in\u00a0 the future be developing information internally, or receiving information from other\u00a0 parties, that is similar to the Confidential Information. Nothing in this Agreement will\u00a0 prohibit the Recipient from developing or having developed for it products, concepts,\u00a0 systems, or techniques that are similar to or compete with the products, concepts,\u00a0 systems, or techniques contemplated by or embodied in the Confidential Information\u00a0 provided that the Recipient does not violate any of its obligations under this Agreement\u00a0 in connection with such development.<\/p>\n 5. Notwithstanding the above, the Parties agree that information shall not be\u00a0 deemed Confidential Information and the Recipient shall have no obligation to hold in\u00a0 confidence such information, where such information:\u00a0<\/p>\n (a) Is already known to the Recipient, having been disclosed to the Recipient by\u00a0 a third party without such third party having an obligation of confidentiality to\u00a0 the disclosing Party;\u00a0\u00a0<\/p>\n (b) Is or becomes publicly known through no wrongful act of the Recipient, its\u00a0 employees, officers, directors, or agents;\u00a0\u00a0<\/p>\n (c) Is independently developed by the Recipient without reference to any\u00a0 Confidential Information disclosed hereunder;\u00a0\u00a0<\/p>\n (d) Is approved for release (and only to the extent so approved) by the\u00a0 disclosing Party; or\u00a0<\/p>\n (e) Is disclosed pursuant to the lawful requirement of a court or governmental\u00a0 agency or where required by operation of law.<\/p>\n 6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture or other similar relationship between the Parties.<\/p>\n 7. Neither Party will, without prior approval of the other Party, make any public\u00a0 announcement of or otherwise disclose the existence or the terms of this Agreement.<\/p>\n 8. This Agreement contains the entire agreement between the Parties and in no\u00a0 way creates an obligation for either Party to disclose information to the other Party or to\u00a0 enter into any other agreement.<\/p>\n 9. This Agreement shall remain in effect for a period of ___<\/mark> from\u00a0 the Effective Date unless otherwise terminated by either Party giving notice to the other\u00a0 of its desire to terminate this Agreement. The requirement to protect Confidential\u00a0 Information disclosed under this Agreement shall survive termination of this Agreement.<\/p>\n IN WITNESS WHEREOF, the parties have indicated their acceptance of the terms of\u00a0 this Agreement by their signatures below on the dates indicated.\u00a0<\/p>\n Party A<\/strong><\/p>\n Signature ___<\/mark> Party B<\/strong><\/p>\n Signature ___<\/mark>
Date ___<\/mark>
Print Name ___<\/mark>\u00a0<\/p>\n
Date ___<\/mark>
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