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Michigan Business Information
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Example Confidentiality Agreement
You can use the pdf version of this form
(Download Free Confidentiality Agreement above)as a Free Confidentiality
Agreement Form or Free Confidentiality Agreement Example or
Confidentiality Agreement Sample to work from. A set of confidentiality
agreement forms are available for purchase in the Forms section of this
site.
Users are cautioned not to rely on this as adequate legal protection
for your situation without formal consultation with an attorney.
CONFIDENTIALITY AGREEMENT
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THIS AGREEMENT governs the disclosure of information by and between Alpha
and Beta as of ________________________(the "Effective
Date")."
1. Definition Of Confidential Information
As used herein, "Confidential Information" shall mean any
and all technical and non-technical information related to
___________________________ provided by either party to the other,
including but not limited to (a) patent(s) and patent applications, (b)
trade secret, and (c) copyrighted information (d) proprietary
information-- ideas, techniques, sketches, drawings, works of authorship,
models, inventions, know-how, processes, apparatuses, equipment,
algorithms, software programs, software source documents, and formulae
related to the current, future, and proposed products and services of each
of the parties, and including, without limitation, their respective
information concerning research, experimental work, development, design
details and specifications, engineering, financial information,
procurement requirements, purchasing, manufacturing, customer lists,
investors, employees, business and contractual relationships, business
forecasts, sales and merchandising, marketing plans and information the
disclosing party provides regarding third parties.
2. Identification Of Confidential Information
If the Confidential Information is embodied in tangible material
(including without limitation, software, hardware, drawings, graphs,
charts, disks, tapes, prototypes and samples), it shall be labeled as
"Confidential" or bear a similar legend. If the Confidential
Information is disclosed orally or visually, it shall be identified as
such at the time of disclosure.
3. Exceptions To Confidential Information
Each party's obligations under this Agreement with respect to any
portion of the other party's Confidential Information shall terminate when
the party to whom Confidential Information was disclosed (the
"Recipient") can document that: (a) it was in the public domain
at the time it was communicated to the Recipient by the other party; (b)
it entered the public domain subsequent to the time it was communicated to
the Recipient by the other party through no fault of the Recipient; (c) it
was in the Recipient's possession free of any obligation of confidence at
the time it was communicated to the Recipient by the other party; (d) it
was rightfully communicated to the Recipient free of any obligation of
confidence subsequent to the time it was communicated to the Recipient by
the other party; (e) it was developed by employees or agents of the
Recipient independently of and without reference to any information
communicated to the Recipient by the other party; (f) the communication
was in response to a valid order by a court or other governmental body,
was otherwise required by law, or was necessary to establish the rights of
either party under this Agreement; or (g) it was not identified as
Confidential Information of the disclosing party in accordance with
Section 2.
4. Handling Of Confidential Information
Each party agrees that at all times and notwithstanding any
termination or expiration of this Agreement it will hold in strict
confidence and not disclose to any third party Confidential Information of
the other, except as approved in writing by the other party to this
Agreement, and will use the Confidential Information for no purpose other
than________________ with the other party to this Agreement. Each party
shall only permit access to Confidential Information of the other party to
those of its employees or authorized representatives having a need to know
and who have signed confidentiality agreements or are otherwise bound by
confidentiality obligations at least as restrictive as those contained
herein.
5. Confidentiality Agreement Residual Knowledge
Recipient may use its knowledge retained in intangible form in the
unaided memories of its directors, employees, contractors and advisors as
a result of exposure to the disclosing party's ("Discloser")
Confidential Information. The Discloser acknowledges that the Recipient
may have in conception or development technology and/or software which may
be very similar or even identical to Discloser's Confidential Information
and, as long as the Recipient obides by Section 4 herein, Discloser shall
have no rights in such technology and/or software.
6. Confidentiality Agreement Term And Termination
This Agreement shall terminate two (2) year(s) after the Effective
Date. The Recipient's obligations under this Agreement shall survive
termination of the Agreement between the parties and shall be binding upon
the Recipient's heirs, successors and assigns for a period of five (5)
years. Upon written request of the other party, a party shall promptly
return to the other all documents and other tangible materials
representing the other's Confidential Information and all copies thereof.
7. Confidentiality Agreement Warranties
Each party represents and warrants to the other party that (i) it has
the requisite corporate authority to enter into and perform this
Agreement, and (ii) its execution and performance under this Agreement,
including its disclosure of Confidential Information to the Recipient,
will not result in a breach of any obligation to any third party or
infringe or otherwise violate any third party’s rights.
8. No Export
Neither party shall export, directly or indirectly, any technical data
acquired from the other pursuant to this Agreement or any product
utilizing any such data to any country for which the U.S. Government or
any agency thereof at the time of export requires an export license or
other governmental approval without first obtaining such license or
approval.
9. No Reverse Engineering
Each of the parties agrees that the software programs of the other
party contain valuable confidential information and each party agrees it
will not modify, reverse engineer, decompile, create other works from, or
disassemble any software programs contained in the Confidential
Information of the other party without the prior written consent of the
other party.
10. No Grant Of Rights
The parties recognize and agree that nothing contained in this
Agreement shall be construed as granting any property rights, by license
or otherwise, to any Confidential Information of the other party disclosed
pursuant to this Agreement, or to any invention or any patent, copyright,
trademark, or other intellectual property right that has issued or that
may issue, based on such Confidential Information.
11.Equitable Remedies
Recipient acknowledges that Recipient’s breach of this Agreement may
cause irreparable harm to Discloser for which Discloser is entitled to
seek injunctive or other equitable relief as well as monetary damages.
12. Confidentiality Agreement Miscellaneous
Neither party shall not transfer or assign this Agreement to any other
person or entity, whether by operation of law or otherwise, without the
prior written consent of the other. Any such attempted assignment shall be
void and of no effect. This Agreement shall be governed by, enforced
under, and construed and interpreted in accordance with, the laws of Michigan
without reference to conflict of laws principles. Each party
agrees consents to venue and personal jurisdiction in Detroit, Michigan. If any provision of this Agreement is found by a proper
authority to be unenforceable or invalid such unenforceability or
invalidity shall not render this Agreement unenforceable or invalid as a
whole and in such event, such provision shall be changed and interpreted
so as to best accomplish the objectives of such unenforceable or invalid
provision within the limits of applicable law. Neither party will assign
or transfer any rights or obligations under this Agreement, including by
operation of law, without the prior written consent of the other party.
The Agreement is the complete and exclusive agreement regarding the
disclosure of Confidential Information between the parties, and replace
any prior oral or written communications between the parties regarding
Confidential Information. This Agreement may be signed in multiple copies,
each of which shall constitute the same instrument. Once completely
executed, any reproduction of this Agreement made by reliable means shall
be considered an original.
IN WITNESS WHEREOF, the parties hereto
have caused this Confidentiality Agreement to be executed as of the
Effective Date.
| Company Inc. _________________ |
Company Inc. __________________ |
| By: ______________________ |
By: ______________________ |
| Date: ____________________ |
Date: ____________________ |
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