DISCLOSING PARTY: ___________________________________________________________
DISCLOSER ABBREVIATED NAME: ______________________________________________
RECEIVING PARTY: ____________________________________________________________
RECIPIENT ABBREVIATED NAME: _______________________________________________
PREAMBLE
Uni-Lateral Agreement (typically used when Client is Discloser)
Bi-Lateral (Mutual) Agreement (Enter Client name as Discloser and other Party as
Recipient)
Client’s Technology: _____________________________________________________________
Other Party’s Technology: _________________________________________________________
1. INFORMATION AND TECHNOLOGY
Purpose of Agreement (If Uni-Lateral, define disclosing party’s technology; If Client
is Discloser, this should be a Broad Definition; If Client is Recipient, this should be
narrow): (evaluation; manufacturer’s end product; or manufacturer’s machines to
produce product)
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___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
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A. Confidential Information to include oral communications and other materialsrelating to the Technology?
B. Confidential Oral Communications must be confirmed in writing within ___days?2. RIGHTS OF PARTIES
(Discloser retains right to information disclosed)
C. Discoveries, etc. made by Recipient relating to this Agreement becomeproperty of Discloser? (Important if Client is Discloser)
3. FUTURE OBLIGATIONS
(Parties Not Obligated to Enter into Future Agreements)
4. LIMITATION ON USE
(Recipient not to disclose the technology or copy any information except as necessary,
and Recipient will return or destroy any materials upon Discloser’s Request)
D. 1. THIRD PARTY ACCESS(Recipient NOT to disclose to any third party without prior written consent.
Recipient’s employees must sign similar confidentiality agreement)
5. SCOPE OF OBLIGATION
(Technology does NOT include: info publicly available, info that became available
without fault of Recipient, info known by Recipient prior to disclosure (only if Client is
Recipient), info from other source, or info known by Recipient prior to disclosure)
6. EVALUATION PERIOD
(Number of Days in which Recipient has to evaluate the Technology following
disclosure; Include when Client is small and is disclosing to a large Recipient)
Evaluation Period: ____________________ Days following initial disclosure
7. CONFIDENTIALITY PERIOD
(Number of Years during which Recipient is obligated to maintain confidentiality)
Confidentiality Period: _________________ Years from date of disclosure
8. TERMINATION OF AGREEMENT
(Number of Years Agreement is in effect)
Termination: __________________ Years from date of execution
E. 2. REMEDIES FOR BREACH(Remedies available to Disclosure include suit, restraining order, and/or
injunction – Optional: Include if Client is Uni-lateral Discloser (Do Not
include if Client is Recipient); Include if Mutual Agreement and Client is
small and other party is large; Do Not include if both parties approximately
same size)
9. APPLICABLE STATE LAW: ____________________________________________________
10. ASSIGNMENT RESTRICTION
(Recipient may not assign or transfer obligations without prior written consent of
Discloser)
11. ENTIRE AGREEMENT
(Agreement sets froth Entire Agreement between Discloser and Recipient. If any
provision is unenforceable, Agreement still enforceable to extent possible.)