Non-Disclosure and Confidentially Agreement. We will send you a PDF Copy

The Disclosing Party and Receiving Party (the “Parties”) recognize that in the course of discussions to further any potential business relationship, it will be necessary for the Disclosing Party to disclose to the Receiving Party certain Confidential Information (defined below). The Parties desire to set forth the terms that apply to such Confidential Information.

Now, therefore, the Parties agree as follows:

1. Confidential Information. As used in this agreement, “Confidential Information” means all products, product concepts, and written, verbal, or electronic information regarding Disclosing Party’s business and business plans that are not generally known to the public, whether of a technical, business, or other nature (including, but not limited to data, focus group results, market research, methods, costs, or financial projections), that is disclosed by the Disclosing Party and that has been identified as confidential or that by the nature of the circumstances surrounding the disclosure should reasonably treated as confidential information. Receiving Party shall not be required to treat as confidential any of the Disclosing Party’s information which: (a) was in Receiving Party’s possession or was known to Receiving Party prior to receipt from the Disclosing Party, or (b) is or becomes public knowledge without Receiving Party’s fault, or (c) is or becomes lawfully available to Disclosing Party from a source other than the Receiving Party.
2. Use of Confidential Information. Receiving Party, except as expressly provided by this agreement, will not disclose Confidential Information to anyone without Disclosing Party’s prior written consent, and will not use or permit others to use Confidential Information for any purpose other than as described herein.

The Receiving Party shall use Confidential Information solely for the purpose of discussions with the Disclosing Party regarding entering into a business relationship, and any other necessary actions to further that end.

3. Ownership of Confidential Information. All confidential information will remain he exclusive property of the Disclosing Party, and the Receiving Party will have no rights to use the Confidential Information except as expressly provided herein.
4. Retroactive Applicability. This Agreement governs the use of Confidential Information disclosed prior to the date of this Agreement.
5. Return of Confidential Information. Upon written request of the Disclosing Party, the Receiving Party will return or destroy all Confidential Information provided by the Disclosing Party in any form the Receiving Party may have it. Receiving Party shall also destroy any documents of any kind prepared by the Receiving Party and in the Receiving Party’s possession or control that contains Confidential Information disclosed by the Disclosing Party.
6. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties in relation to the matters discussed herein and may be amended or modified only with the mutual written consent of the Parties.
7. This Agreement, and the obligations under this Agreement, shall terminate two (2) years from the date of the last signature of the Parties.
8. Attorney Fees. In the event that either Party is required to enforce this Agreement though legal action, then that Party will be entitled to recover from the other party all costs incurred, including reasonable attorney’s fees.
9. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.