|
CONFIDENTIAL
DISCLOSURE AGREEMENT SAMPLE 3
|
 |
THIS TEMPLATE IS TO BE USED
AS REFERENCE ONLY AND SHOULD NOT BE USED WITHOUT FIRST CONSULTING
AN ATTORNEY. USE OF THIS TEMPLATE IN NO WAY CONSTITUTES REPRESENTATION
OF THE USER BY OR ANY RELATIONSHIP WITH THE PATENT CAFE.
This template is provided
as a convenience to the reader. The user of this template agrees
that neither the PATENT CAFE, its agents, employees, directors,
or officers are attorneys, that this template may not address all
of the legal rights and protection the user may have in various
jurisdictions in
the event this form is used in conjunction with the disclosure of
certain confidential information. Further, the user realizes that
this form may not specifically cover the industries or products
which will be the subject of the intended disclosure. By use of
this template for any particular use, the user hereby indemnifies
and holds harmless the PATENT CAFE and its agents, associates, directors,
officers and employees of any and all liability for direct or consequential
damages which arise out of the use of this form. The user should
consult with competent legal counsel in all matters of law.
© 1997 The Gibbs Group,
All Rights Reserved, No reproduction, redistribution or commercial
use of all or any part of this form is permitted without prior written
permission of the Patent Cafe.
CONFIDENTIAL
DISCLOSURE AGREEMENT
1. Effective (Date)
, (Your Name and Address), hereinafter referred to as (DISCLOSER),
desires to disclose to (Company Name and Address)
(RECIPIENT), certain confidential information which RECIPIENT acknowledges
to be of a confidential character, such information relating to
products developed by the DISCLOSER ("Confidential Information").
2. The Confidential Information
under Agreement is described as:
(Description
Of Software, Product, Technology or Name)
3. RECIPIENT shall use
the Confidential Information only for the purpose of evaluation.
4. This agreement controls
only Confidential Information which is disclosed for a period of
one (1) year from the date of the agreement.
5. RECIPIENT's duty to
protect information under this Agreement expires three (3) years
from the receipt of the Confidential Information .
6. RECIPIENT shall protect
the disclosed Confidential Information by using the same degree
of care, but no less than a reasonable degree of care, to prevent
the unauthorized use, dissemination or publication of the confidential
information as the RECIPIENT uses to protect its own Confidential
Information of a like nature.
7. RECIPIENT shall have
a duty to protect only that Confidential Information which is (a)
disclosed by DISCLOSER in writing and is marked as confidential
at the time of disclosure, or which is (b) disclosed by DISCLOSER
in any other manner, is identified as confidential at the time of
disclosure and is also summarized and designated as confidential
in a written memorandum delivered to the RECIPIENT's representative
named in paragraph 1 above within thirty days of the disclosure.
8. This Agreement imposes
no obligation upon RECIPIENT with respect to confidential information
which (a) was in the RECIPIENT's possession before the receipt from
DISCLOSER; (b) is or becomes a matter of public knowledge through
no fault of the RECIPIENT; (c) is rightfully received by the RECIPIENT
from a third party without a duty of confidentiality; (d) is disclosed
by DISCLOSER to a third party without a duty of confidentiality
on the third party; or (e) is independently developed by the RECIPIENT.
9. DISCLOSER warrants that
it has the right to make the disclosure of information contemplated
by this Agreement.
10. RECIPIENT does not
acquire any intellectual property rights under this Agreement except
the limited right to the use set out in paragraph 3 above.
11. Neither party has an
obligation under this Agreement to purchase any service or item
from the other party.
12. Neither party has an
obligation under this Agreement to offer for sale products using
or incorporating the Confidential Information.
13. NO LIABILITY FOR CONSEQUENTIAL
DAMAGES. To the maximum extent permitted by applicable law, in no
event shall DISCLOSER be liable for any damages whatsoever (including
without limitation, damages for loss of business profits, business
interruption, loss of business information, or any other pecuniary
loss) arising out of the use of or inability to use DISCLOSER's
product, even if DISCLOSER has been advised of the possibility of
such damages.
14. The parties do not
intend that any agency or partnership relationship be created between
them by this Agreement.
15. All additions or modifications
to this Agreement must be made in writing and must be signed by
both parties.
16. This Agreement is made
under and shall be construed according to the laws of the State
of (Your State).
DISCLOSER Signature __________________
RECIPIENT Signature __________________
Name ________________ Name
________________
Title _________________
Title _________________
Date _________________
Date _________________
|
the
Patent Cafe™
CAFE HOME PAGE
SECTION HOME PAGE
New
Start Point
