Fill and Sign the Confidentiality Agreement Form PDF

SECRECY - NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT THIS AGREEMENT is entered into by and between ________________________ , hereinafter "First Party" and _____________________________ , hereinafter "Second Party". WHEREAS, First Party has possession of proprietary information and know-how relating to an idea, product or service, and wishes to engage Second Party to evaluate said idea, product or service for possible development and marketing; and WHEREAS, Second Party will evaluate for possible, development and marketing the information from First Party; and WHEREAS, First Party and Second Party desire to enter into this agreement for the purposes of defining their rights and obligations regarding disclosure of confidential information and other purposes. NOW, THEREFORE, FOR _________ dollars and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, First Party and Second Party do hereby agree, covenant and contract as follows: 1. CONFIDENTIAL INFORMATION: All information, ideas, products or services, processes, written material, samples, models and all other information of any type, whether written or oral, ("Confidential Information"), submitted to Second Party by First Party is now, and will remain, the property of First Party. 2. NO RIGHTS OF SECOND PARTY: Second Party shall have no rights, express or implied, to the Confidential Information except pursuant to the terms of this agreement. 3. EVALUATION BY SECOND PARTY: Second Party is given the right by First Party to evaluate the confidential information for possible development and marketing. 4. RETURN OF INFORMATION: After evaluation or termination of this agreement, Second Party shall return all confidential information to First Party. 5. CONFIDENCE BY SECOND PARTY: Second Party agrees to maintain the confidential information in confidence and not to use it for any other purpose other than evaluation. Second Party agrees not to disclose this information to anyone without a written waiver from the First Party, except for employees and sub-contractors of Second Party who actually (1) have a need to know for the purposes of evaluation and (2) are also bound by this agreement. 6. EXCLUSIONS: The obligations of Second Party shall not apply to information: (a) at the time of such confidential disclosure was available to the public; - 1 - (b) subsequent to such confidential disclosure, became available to the public as a result of publication by another person legally entitled to do so; (c) was in Second Party's possession prior to such confidential disclosure by First Party; 7. TERM. This agreement shall exist for a term of ____________ in order to enable Second Party to evaluate the Confidential material of First Party, after which it shall terminate. However, the obligations of confidentiality and non-disclosure shall survive termination of the evaluation period. Further, Second Party agrees not to use, directly or indirectly, any of the Confidential Information provided by First Party to Second Party at any time during or after termination of the evaluation period. 8. ADDITIONAL AGREEMENTS: In the event that Second Party finds that the Confidential information is worthy of being developed and marketed, Second Party and First Party may negotiate an agreement for same which shall define all rights of the parties relating to such marketing and development. 9. INDEMNIFICATION: Second Party agrees to indemnify First Party from any and all loses and damages, including lost profits and attorney fees, occurring to, or lost by, First Party due to breach of this agreement by Second Party. 10. AUTHORITY: All persons who sign this agreement warrant they have the right and authority to obligate themselves and the business or persons they represent. 11. BINDING: It is further understood that the obligation concerning keeping information confidential shall bind Second Party's employees, officers, agents and representatives. 12. GOVERNING LAW: This agreement shall be interpreted and governed in accordance with the laws of the State of ___________ . Dated this the ____ day of _________ , 20 __ . First Party Second Party By:       By:       Its:       Its:       - 2 -