Fill and Sign the Nondisclosure Agreement Concerning Information Furnished to User

NONDISCLOSURE AGREEMENT (Concerning Information Furnished to User) State: _____________________________ County: _____________________________ Owner: _____________________________ (Name and Address) User: _____________________________ (Name and Address) Effective Date: _____________________________ Owner, named above, owns and possesses proprietary information (the "Information"), which includes, but is not limited to: _____________________________ ( identify the applicable information, which may include data, know how, formulas, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, customer lists, price lists, studies, findings, formulas, inventions, ideas, etc .) User, named above, desires to obtain and make use of the Information with the understanding that the trade secret, confidential, and proprietary status of the Information is to be maintained. For adequate consideration and the mutual promises contained in this Agreement, Owner and User agree as follows: 1. When furnishing Information to User, Owner shall designate or mark the propri etary nature of the Information with appropriate notices so that User is aware that its receipt is governed by the terms of this Agreement. Any verbal disclosure of Informa tion by Owner shall be verified in writing within one month of the verbal disclosure, with appropriate notices. User shall retain in confidence the verbal disclosures during the one month period. 2. While the amount of Information to be disclosed by Owner to User is within the discretion of Owner, all disclosures under this Agreement are to be completed within _______ months of the Effective Date of this Agreement. Despite anything to the contrary contained in this Agreement, User's obligations of secrecy and limited use of the Information as provided in this Agreement, shall terminate _______ years after the Effective Date of this Agreement. 3. User shall exercise reasonable care to prevent disclosure of any Information to any third party, except as authorized in writing by Owner. Internal dissemination of Information by User shall be limited to those employees whose duties justify their need to know the content of the Information. Those employees shall be obligated to maintain the secrecy of the Information as required in this Agreement and restrict the use of Information solely for the purposes granted to User under this Agreement. 4. User agrees that its use of the Information shall be limited to the following purposes: _____________________________ ( list purposes ). Other uses of the Information must be authorized by Owner, in writing. 5. No provision of this Agreement shall deprive User of the right to use or disclose Information: (a) which is, at the time of disclosure, generally known to the trade or public; (b) which becomes, at a later date, gener ally known to the trade or the public through no fault of User, but only after such later date; (c) which is possessed by User, as evidence by User's written or other tangible evidence, before receipt of the Information from Owner; (d) which is independently developed by User as evidenced by User's written or other tangible evidence; or, (e) which is disclosed to User by a third party who has an independent right to the Information. 6. Owner's and User's representatives for disclosing and receiving the Information are designated below. These representatives shall make all arrangements and be informed of all communications relating to this Agreement. Any changes in the representative of one party shall be effective upon the written notice to the other party. The representatives of Owner and User are as follows: _____________________________ (Insert Company, Representative's Name, and Phone Number) 7. This Agreement shall be governed by and construed in accordance with the laws of the State of _____________________________ . The terms and provisions set out in this Agreement shall be binding on and inure to the benefit of Owner and User and their respective heirs, personal representatives, employees, agents, successors, and assigns. This Agreement is signed by Owner and User as of the date of acknowledgment of their signature below, but is effective for all purposes as of the Effective Date stated above. _________________________ Owner _________________________ User