Proprietary Information Disclosure Agreement

PROPRIETARY INFORMATION DISCLOSURE AGREEMENT

This Proprietary Information Disclosure Agreement (the "Agreement") is made as of Effective Date: by and between Discloser Name: with principal address: ("Discloser"), and Recipient Name: with principal address: ("Recipient").

RECITALS

WHEREAS, Discloser possesses certain Proprietary Information relating to its business, technology, products, services, trade secrets, designs, processes, data and other confidential matters that is valuable, secret and not generally known to third parties; and

WHEREAS, Recipient desires to receive disclosure of certain Proprietary Information from Discloser for the limited purpose set forth below, and Discloser is willing to disclose such Proprietary Information to Recipient only on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the rights and obligations of the parties with respect to the disclosure, use and protection of such Proprietary Information.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information, whether written, oral, electronic or tangible, that is disclosed by Discloser to Recipient and is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, business plans, financial information, know-how, processes, formulas, drawings, software (including source code and object code), customer lists, pricing, product plans and marketing strategies, and any analyses, compilations, forecasts, studies or other documents prepared by Recipient that contain or are derived from such information.

1.2 Confidential Information does not include information that Recipient can demonstrate (a) is or becomes generally available to the public other than by breach of this Agreement by Recipient; (b) was lawfully in Recipient's possession prior to disclosure by Discloser without obligation of confidentiality; (c) is lawfully obtained by Recipient from a third party having the right to disclose such information; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as evidenced by written records.

2. PURPOSE

2.1 Discloser shall disclose Confidential Information to Recipient solely for the purpose of:

3. CONFIDENTIALITY OBLIGATIONS

3.1 Recipient shall: (a) hold and maintain the Confidential Information in strict confidence using at least the same degree of care that Recipient uses to protect its own confidential information of a similar nature but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely for the Purpose described in Section 2.

3.2 Recipient may disclose Confidential Information only to those of its directors, officers, employees, contractors or advisors who have a strict need to know for the Purpose, provided that such persons are informed of the confidential nature of the information and are bound by confidentiality obligations at least as protective as those set forth herein. Recipient will be responsible for any breach of this Agreement by its permitted recipients.

4. PERMITTED DISCLOSURES

4.1 Notwithstanding Section 3, Recipient may disclose Confidential Information to the minimum extent required by applicable law, regulation or court order, provided that Recipient (to the extent legally permitted) gives Discloser prompt written notice of the requirement and cooperates with Discloser, at Discloser’s expense, in seeking a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.

5. RETURN OR DESTRUCTION OF MATERIALS

5.1 Upon Discloser’s written request, or upon termination of this Agreement, Recipient shall promptly (and in any event within days) return to Discloser or destroy all documents and other materials furnished by Discloser that constitute Confidential Information and shall, at Discloser’s election, certify in writing that such materials have been returned or destroyed. Notwithstanding the foregoing, Recipient may retain one archival copy of Confidential Information solely for compliance and recordkeeping purposes, provided that such copy remains subject to this Agreement.

6. TERM

6.1 The obligations of Recipient under this Agreement with respect to each item of Confidential Information shall continue for a period of years from the date of disclosure, except that with respect to trade secrets or Confidential Information that by its nature is intended to survive indefinitely, Recipient’s obligations shall survive for as long as such information remains a trade secret under applicable law.

7. NO LICENSE; NO OBLIGATION

7.1 Nothing in this Agreement grants Recipient any license, implied or otherwise, under any patent, trademark, copyright, trade secret or other intellectual property right of Discloser except as expressly set forth herein. Neither party has any obligation to enter into any further agreement or to proceed with any transaction under this Agreement.

8. REMEDIES

8.1 Recipient acknowledges that monetary damages may be an inadequate remedy for breach of this Agreement and that Discloser shall be entitled to seek injunctive or equitable relief, specific performance and other provisional remedies without posting bond or proving actual damages, in addition to any other remedies available at law or in equity.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, DISCLOSER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION.

10. NOTICES

Notices to Discloser

Notices to Recipient

11. ASSIGNMENT

11.1 This Agreement and the rights and obligations hereunder are personal to the parties and may not be assigned or transferred by either party without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, reorganization or sale of substantially all of its assets, provided that the assignee assumes the assigning party's obligations hereunder.

12. AMENDMENT; WAIVER

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver by either party of a breach of any provision shall not operate as a waiver of any other breach or of such provision.

13. SEVERABILITY

13.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in that State for enforcement of this Agreement.

15. ENTIRE AGREEMENT

15.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, statements, negotiations and understandings, whether written or oral, relating to the subject matter.

16. COUNTERPARTS

16.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic image or other electronic transmission shall be effective as original signatures.

17. MISCELLANEOUS

17.1 The parties acknowledge that the measures contemplated by this Agreement are reasonable to protect Discloser’s legitimate business interests, but that monetary damages may be insufficient to remedy a breach. All remedies available to Discloser under this Agreement are cumulative and not exclusive.

Additional descriptions

ENTITY TYPES (optional)

Discloser entity type

Individual Corporation LLC Partnership Other:

Recipient entity type

Individual Corporation LLC Partnership Other:

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