Fill and Sign the Difference between a Vendor Contract and a Service Form

8.05[4] Vendor's Agreement on Joint Development with Customer [CUSTOMER] Attn: _______________ Dear __________: We are pleased that you are considering the Company as a vendor. Our success depends on your satisfaction, so our goal is not just to supply products, but to help our customers find solutions to their problems. Because we have worked with a large number of companies over the years, we offer a broad base of experience to fuel creative thinking. At the same time, it is important to recognize and protect rights to intellectual property that may be shared or developed in the course of our relationship. The Company strives in this as in all matters to be fair to all its customers. We want you to feel comfortable about the security of your information. At the same time, we need to protect our ability to serve each of our customers. To achieve these goals, we request that you agree with us that the handling of confidential material by each of us will be governed by the following terms.1. Except for information otherwise available to the Company (see paragraph 4), we will treat as confidential, and will not disclose nor use for any purpose outside our relationship, any information that you give us regarding your proprietary materials, formulations, processes or designs, if you tell us the information is confidential before you disclose it (this is referred to as "Customer Confidential Information"). 2. Except for information otherwise available to you (see paragraph 4), you will treat as confidential, and will not disclose nor use for any purpose outside our relationship, any information that we give you regarding our proprietary materials, formulations, processes or designs, if we tell you the information is confidential before we disclose it (this is referred to as "Company Confidential Information"). 3. From time to time, the Company may suggest to you an improvement, for example, to a process or formulation that you already employ. Normally this information, unless specially designated by us, is something that each of us will then be free to use or disclose in any way. However, there may be an occasion when you pose a problem and also suggest to us a particular approach to explore, and then, working together, we arrive at a solution. In that case, the information defining the solution will be treated as Customer Confidential Information for a period of 12 months, after which each of us will be free to use or disclose it in any way. 4. No information disclosed by one of us to the other shall be protected against use or further disclosure if it: a. was in the public domain at the time of disclosure; or b. was already in the possession of the other at the time of disclosure; or c. later becomes part of the public domain through no fault of the other; or d. later is received by the other from a third party properly and without obligations of secrecy; or e. later is independently developed by the other's employees or agents who had no access to the information originally disclosed. 5. So that there is no misunderstanding about what is to be protected, we both agree that Confidential Information must be designated in writing as "confidential"(using a stamp, legend or some other prominent written notice). Oral disclosure must be followed within five days by a written notice from the disclosing party that describes the designated information with reasonable particularity. 6. At times each of us may be legally required to disclose certain information to a third party, as, for example, to a government agency. If one of us believes that disclosure of information protected by this agreement is required, advance notice will be given to the other. We are sure you will agree that a clear understanding of our rights and obligations in this area is important. If you have any comments or suggestions, we would be happy to discuss them with you. If you agree with the terms in this letter, please countersign the enclosed copy of this letter and return it in the enclosed self-addressed envelope. We look forward to a long and mutually rewarding relationship. Very truly yours, Company President