Fill and Sign the Nondisclosure Agreement for Information Revealed in Connection with Design of Web Site

Nondisclosure Agreement for Information Revealed in Connection with Design of Web Site Agreement made on the ___ day of __________, 20___, between _______________ of (street address, city, county, state, zip code) , referred to herein as Designer, and ____________________ , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ______________________ (street address, city, county, state, zip code) , referred to herein as Owner. Whereas, Owner possesses certain highly confidential, proprietary business information and trade secrets; and Whereas, Owner and Designer are currently evaluating a possible business relationship for the development of a site on the World Wide Web (the Business Purpose ); and Whereas, as part of the evaluation, Owner may disclose highly confidential, proprietary business information and trade secrets to Designer; and Whereas, Owner desires to ensure that this information remains confidential and is not disclosed to unnecessary third parties; Now, therefore, for consideration received, the sufficiency and receipt of which is hereby acknowledged, the parties hereby agree as follows: I. Confidential Information Defined For purposes of this Agreement, Confidential Information includes, but is not limited to, business plans, marketing plans, customer lists, business records, projections, product information, financial information, and any other information designated as confidential by Owner. II. Nonconfidential Information Information is not confidential if: a. it is generally available or known within the Internet industry, b. it is in the public domain, c. it was known to Designer before this Agreement was entered into, d. it was independently received by Designer from a third party, or e. it was developed independently by Designer. III. Designer’s Obligation of Nondisclosure Designer promises and agrees: a. To hold the Confidential Information in strict confidence; b. To use the Confidential Information only for the Business Purpose; c. To only disclose the Confidential Information to those of its officers, employees, and agents to whom disclosure is necessary to carry out the Business Purpose; d. To not disclose the Confidential Information to unnecessary third parties; and e. To advise each person to whom the Confidential Information must be disclosed of the terms and conditions of this Agreement and to have each person sign this Agreement before disclosure is made. IV. Return of Confidential Information On termination of the Business Purpose or written request by Owner, Designer will promptly deliver to Owner all material containing Confidential Information, including all copies. V. No Grant of Rights in Confidential Information Except for the Business Purpose, Owner has not granted Designer any rights to use the Confidential Information. VI. Remedies The Confidential Information is the sole property of Owner. Designer understands and agrees that any unauthorized disclosure of the Confidential Information may cause irreparable harm to Owner and that the amount of the harm may be difficult to ascertain. As a consequence, Designer agrees that Owner will have the right to seek an injunction from a court of competent jurisdiction to enjoin further disclosure or misappropriation of the Confidential Information. The right to seek an injunction is in addition to any other legal and equitable remedies available to Owner. VII. Termination This Agreement will begin on the date specified above. The Agreement will remain in effect until (date) , or until Owner provides written notification to Designer, whichever is earlier. VIII. Mandatory Arbitration Notwithstanding the foregoing and anything herein to the contrary, 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. IX. Governing Law This Agreement will be interpreted and governed by the laws of the State of ____________________, X. Entire Agreement This Agreement is the entire and sole agreement between Designer and Owner and may not be modified except in a writing signed by each party. WITNESS our signatures as of the day and date first above stated. (NAME OF CORPORATION) ________________________ By_______________________ (Name of Designer) (Name & Office in Corporation)