Fill and Sign the Secrecy Confidentiality Form

Secrecy, Non-Disclosure & Confidentiality Agreement THIS AGREEMENT is entered into by and between ________________________, hereinafter "Inventor," and _____________________________, hereinafter "Company". WHEREAS, Inventor has possession of proprietary information and know-how relating to an invention, and wishes to engage Company to evaluate said invention for possible patent, development and marketing; and WHEREAS, Company will evaluate for possible patent, development and marketing the information from Inventor; and WHEREAS, Inventor and Company 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 TEN dollars and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Inventor and Company do hereby agree, covenant and contract as follows: 1. Confidential Information: All information, Inventions, processes, written material, samples, models and all other information of any type, ("Confidential Information"), submitted to Company by Inventor is now, and will remain, the property of Inventor. 2. No Rights of Company: Company shall have no rights, express or implied, to the Confidential Information except pursuant to the terms of this agreement. 3. Evaluation by Company: Company is given the right by Inventor to evaluate the confidential information for possible patent, development and marketing. 4. Return of Information: After evaluation or termination of this agreement, Company shall return all confidential information to Inventor. 5. Confidence during Evaluation: Company agrees to maintain the confidential information in confidence and not to use it for any other purpose other than evaluation. Company agrees not to disclose this information to anyone without a written waiver from the Inventor, except for employees and sub-contractors of Company 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 Company shall not apply to information: (a) at the time of such confidential disclosure was available to the public; (b) subsequent to such confidential disclosure, became available to the public as a result of publication by another person legally entitled to do so; - 1 - (c) was in Company's possession prior to such confidential disclosure by Inventor; 7. Term. This agreement shall exist for a term of one year after which it shall terminate. 8. Additional Agreements: In the event that Company finds that the Confidential information is found by Company to be worthy of being patented, developed and marketed, Company and Inventor may negotiate an agreement for same which shall define all rights of the parties relating to such patenting, marketing and development. 9. Indemnification: Company agrees to indemnify Inventor from any and all loses and damages, including lost profits and attorney fees, occurring to, or lost by, Inventor due to breach of this agreement by Company. 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 Company'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____. ________________________ Inventor Company ________________________ By: Its: _____________________ - 2 -