"Mutual Non-disclosure Agreement Template"

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MUTUAL NON-DISCLOSURE AGREEMENT
THIS non-disclosure agreement (“AGREEMENT”), effective as of _______________, 20___,
is
made
between
___________________________________
(“Inventor”)
and
______________________________________________ (“Second Party”).
WHEREAS, Inventor and Second Party possess certain information, data, prototypes, and
experience relating specifically to ______________________________________ technology
(“Discloser Information”); and
WHEREAS, Inventor and Second Party wish to exchange information for the sole purpose of
enabling internal testing, assessment, consideration, or evaluation of technology and discuss
possible collaborative efforts (“Disclosure Purpose”).
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties
agree as follows:
1)
The phrase “Confidential Information” means all Discloser Information supplied by
either party in written form prominently marked “Confidential,” but specifically does
NOT include any Discloser Information which:
A)
Is on the effective date hereof, or hereafter becomes, part of the public domain; or
B)
At the time of its receipt was already known; or
C)
Comes into either party’s possession from a third party having the right to so
disclose; or
D)
Has been or becomes disclosed by a third party on a non-confidential basis; or
E)
Is required to be disclosed by a court of competent jurisdiction.
2)
Each party shall use reasonable diligence to prevent the unauthorized disclosure of any
Confidential Information; provided however, that either party shall not be liable for
inadvertent disclosure where reasonable care, commensurate with that which is
customarily exercised with respect to its own confidential information, has been taken to
prevent such disclosure.
3)
The Confidential Information shall be delivered, and the disclosure hereunder completed,
within 30 days of the effective date hereof (or longer, if the parties agree).
4)
Each party agrees not to disclose or use the Confidential Information, (other than for the
Disclosure Purpose) for a period of
year(s) from the effective date hereof.
5)
Each party agrees to return all Confidential Information submitted upon demand. If
either party desires to manufacture or sell such Confidential Information, a separate
license must be negotiated with the other party.
MUTUAL NON-DISCLOSURE AGREEMENT
THIS non-disclosure agreement (“AGREEMENT”), effective as of _______________, 20___,
is
made
between
___________________________________
(“Inventor”)
and
______________________________________________ (“Second Party”).
WHEREAS, Inventor and Second Party possess certain information, data, prototypes, and
experience relating specifically to ______________________________________ technology
(“Discloser Information”); and
WHEREAS, Inventor and Second Party wish to exchange information for the sole purpose of
enabling internal testing, assessment, consideration, or evaluation of technology and discuss
possible collaborative efforts (“Disclosure Purpose”).
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties
agree as follows:
1)
The phrase “Confidential Information” means all Discloser Information supplied by
either party in written form prominently marked “Confidential,” but specifically does
NOT include any Discloser Information which:
A)
Is on the effective date hereof, or hereafter becomes, part of the public domain; or
B)
At the time of its receipt was already known; or
C)
Comes into either party’s possession from a third party having the right to so
disclose; or
D)
Has been or becomes disclosed by a third party on a non-confidential basis; or
E)
Is required to be disclosed by a court of competent jurisdiction.
2)
Each party shall use reasonable diligence to prevent the unauthorized disclosure of any
Confidential Information; provided however, that either party shall not be liable for
inadvertent disclosure where reasonable care, commensurate with that which is
customarily exercised with respect to its own confidential information, has been taken to
prevent such disclosure.
3)
The Confidential Information shall be delivered, and the disclosure hereunder completed,
within 30 days of the effective date hereof (or longer, if the parties agree).
4)
Each party agrees not to disclose or use the Confidential Information, (other than for the
Disclosure Purpose) for a period of
year(s) from the effective date hereof.
5)
Each party agrees to return all Confidential Information submitted upon demand. If
either party desires to manufacture or sell such Confidential Information, a separate
license must be negotiated with the other party.
6)
Should legal action be instituted in order for either party to establish or enforce its rights
hereunder, the prevailing party shall be entitled to recover from the other party all costs
of suit and reasonable attorneys’ fees.
7)
This Agreement shall be governed by the laws of the State of New Mexico.
8)
All transfers of information, including data, under the terms of this Agreement shall at all
times be subject to the export control and other applicable laws and regulations of the
United States. Each party agrees that it shall not make any disposition, by way of trans-
shipment, re-export, diversion or otherwise, except as said laws and regulation expressly
permit, of information or data furnished under the Agreement.
9)
This Agreement contains the entire understanding of the parties as to the subject matter
and cannot be modified except by a written document bearing the signatures of both
parties hereto.
IN WITNESS WHEREOF, the parties have caused this Non-Disclosure Agreement to be
executed by their duly authorized representatives.
Inventor
Second Party
(Authorized Signature)
(Date)
(Authorized Signature)
(Date)
Name:
Name:
Title:
Title:
Organization:
Organization:
Address:
Address:
Email:
Email:
Phone:
Phone:
Additional Parties:
Name
Signature
Date
Name
Signature
Date
Name
Signature
Date
Name
Signature
Date
Name
Signature
Date
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