Fill and Sign the Agreement Ideas Form

Nondisclosure Agreement for Submitting Ideas Agreement made on the ___________________________ (date) , between _________________________________ (Name of Employer) of _______________________ ____________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Employer , and __________________________________ (Name of Designer) , of ______________________ ____________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Designer . WHEREAS, the Employer desires to develop certain valuable information, concepts, ideas, or designs, which the Designer agrees would be confidential (hereinafter referred to as the Information ); and WHEREAS, the Designer is in the business of creating and designing such Information into marketable products; and WHEREAS, the Employer wishes to disclose this Information to the Designer ; and WHEREAS, the Designer is willing not to disclose this Information , as provided in this Agreement Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Engagement. Employer hereby engages and hires Designer to use such Information and create and design a marketable product to the reasonable satisfaction of Employer . 2. Disclosure. Employer shall disclose to the Designer the Information , which concerns (describe) __________________________________________________________________ ___________________________________________________________________________. 3. Purpose. Designer agrees that this disclosure is only for the purpose of the Designer using such Information and creating and designing a marketable product to the reasonable satisfaction of Employer. 4. Limitation on Use. Designer agrees not to manufacture, sell, deal in, or otherwise use or appropriate the disclosed Information in any way whatsoever, including but not limited to adaptation, imitation, redesign, or modification, and agrees not to commercially exploit the Information without the express written permission of Employer . Nothing contained in this Agreement shall be deemed to give Designer any rights whatsoever in and to the Information . 4. Confidentiality. Designer understands and agrees that the unauthorized disclosure of the Information by the Designer to others would irreparably damage the Employer . Designer agrees to keep this Information and hold in confidence all such Information and treat the Information as if it were the Designer’s own proprietary property by not disclosing it to any person or entity. 5. Independent Contractor. This agreement calls for the performance of the services of Designer as an independent contractor and Designer will not be considered an employee of Employer for any purpose. 6. Work for Hire. The parties agree that that any design or product created by Designer for Employer shall be considered a work made for hire as defined by 17 U.S.C.A. § 101(2) . 7. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 8. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________________. 9. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 10. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 11. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 12. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 13. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 14. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 15. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. _____________________________ _____________________________ (P rinted name) (P rinted name) _____________________________ _____________________________ (Signature of Employer) (Signature of Designer)