Fill and Sign the Mutual Confidential Form

Mutual Confidential Information Exchange Agreement This Mutual Confidential Information Exchange Agreement (hereinafter referred to as the Agreement ) is made and entered into by and among ___________________ (Name of Corporation Alpha) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at __________________ _____________________________________________________________________ (street address, city, state, zip code) , referred to herein as to as Company , and __________________________ (Name of Corporation Beta) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ________________________________________________ __________________________________ (street address, city, state, zip code) , referred to herein as to Confidant . During the term of this Agreement, Company and Confidant agree to receive information and data (hereinafter referred to as Confidential Information ) from each other for the sole purpose of evaluating the capabilities, technologies, products and product specifications of each party. Such data shall include, but not be limited to technical information, including preliminary product descriptions and specifications, source code, financial information and forecasts, business plans and trade secrets. 1. As between the parties hereto, the provisions of this Agreement shall supersede the provisions of any legend which may be affixed to the Confidential Information by the disclosing party and the provisions of such legend shall, to the extent it is inconsistent herewith, be without any force or effect. 2. Notwithstanding that this Agreement shall have terminated or expired, each party agrees to keep in confidence and prevent the unauthorized use or disclosure to any unauthorized person or persons of all Confidential Information which is designated in writing, or by an appropriate stamp or legend by the disclosing party to be of a proprietary or confidential nature which is received under this Agreement and to use such data on for the above stated purposes. Confidential Information shall include information disclosed orally only if identified as proprietary information at the time of first oral disclosure and reduced to writing within thirty (30) days thereof. Neither party shall be liable for use or disclosure of any such Confidential Information if the same: A. Is in the public domain at the time of disclosure; B. Is known to the receiving party at the time of disclosure; C. Is used or disclosed with the prior written approval of the other party; D. Is used or disclosed after three (3) years from the date of this Agreement; E. Is independently developed by the receiving party; and/or F. Becomes known to the receiving party from a source other than the disclosing party without a breach of this Agreement by the receiving party. 3. Neither party shall be liable for inadvertent, accidental or mistaken use or disclosure of Confidential Information obtained under this Agreement despite the exercise of the same reasonable precautions as the receiving party takes to safeguard its own proprietary information. 4. Neither execution of this Agreement nor disclosure of Confidential Information hereunder by either party hereto shall be construed as granting to the other, either expressly or otherwise, any license under any invention or patent now or hereafter owned or controlled by such party, nor shall such Agreement or disclosure constitute any representation, warranty or assurance by the transmitting party with respect to any infringement of patents or other rights of third parties. 5. Term. The term of this Agreement, during which Confidential Information may be furnished, shall be from the date hereof to 18 months after such date. 6. Each party shall perform its obligations hereunder without charge to the other. Nothing in this Agreement shall: A. Grant either party the right to make any commitment of any kind for or on behalf of the other party without the prior written consent of the other party; or B. Create or be interpreted in any way as a joint venture, partnership or formal business organization of any kind. 7. Termination. Upon expiration or termination of this Agreement, or upon breach of any obligation of this Agreement by the receiving party, or upon request of the disclosing party, all recorded copies of the Confidential Information and portions thereof remaining in the receiving party’s possession shall be returned to the disclosing party or destroyed, and such return or destruction certified to the disclosing party. 8. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 9. 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. 10. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________. 11. Notices Unless provided herein to the contrary, 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. 12. 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. 13. 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. 14. 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. 15. 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. 16. 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. 17. Compliance with Laws In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. ________________________ _______________________ (Name of Corporation Alpha) (Name of Corporation Beta) By:____________________________ By:_______________________________ ____________________________ __________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) __________________________ _________________________ (Signature of Officer) (Signature of Officer)