I will be showing a company a new idea i have, I have a Non Disclosure Agreement i downloaded from the internet, my question i have is do i need it written just for my product or is just the simple one i have good enough?
THIS AGREEMENT, made this ____ day of ____________ (month), _____ (year), between _______________________, (hereinafter “Disclosing Party”), and __________________________ (hereinafter “Receiving Party”).
BACKGROUND
The Disclosing Party and Receiving Party wish to discuss and exchange certain items and information related to business programs, products, applications, systems, components, technologies and business topics (the “Invention”) which the parties hereto consider highly confidential and proprietary.
NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of the mutual covenants and agreements set forth herein, hereby agree as follows:
1. DEFINITIONS
1.1. “Invention” shall mean all information relating to business programs, products, applications, systems, components, technologies and business topics.
1.2. “Confidential Information” shall mean all information provided by Disclosing Party with respect to the Invention regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine readable documents. Confidential Information shall also include all information related to the Invention provided by Disclosing Party to Receiving Party prior to the signing of this agreement. Confidential Information shall not include any of the following:
(a) such information in the public domain at the time of the disclosure, or subsequently comes within the public domain without fault of the Receiving Party;
(b) such information which was in the possession of Receiving Party at the time of disclosure that may be demonstrated by business records of Receiving Party and was not acquired, directly or indirectly, from Disclosing Party; or
(c) such information which Receiving Party acquired after the time of disclosure from a third party who did not require Receiving Party to hold the same in confidence and who did not acquire such technical information from Disclosing Party.
1.3. “Disclosing Party” shall mean the party disclosing information to the other relating to the Invention.
1.4. “Receiving Party” shall mean the party receiving information from the other relating to the Invention.
2. USE OF CONFIDENTIAL INFORMATION
The Receiving Party agrees to:
(a) receive and maintain the Confidential Information in confidence;
(b) examine the Confidential Information at its own expense;
(c) not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party;
(d) not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party;
(e) limit the internal dissemination of the Confidential Information and the internal disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have a need to know and an obligation to protect it;
(f) not use or utilize the Confidential Information without the express written consent of Disclosing Party;
(g) not use the Confidential Information or any part thereof as a basis for the design or creation of any method, system, apparatus or device similar to any method, system, apparatus or device embodied in the Confidential Information unless expressly authorized in writing by Disclosing Party; and
(h) utilize the best efforts possible to protect and safeguard the Confidential Information from loss, theft, destruction, or the like.
3. RETURN OF CONFIDENTIAL INFORMATION
All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies.
4. NON-ASSIGNABLE
This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns.
5. GOVERNING LAW
This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of _______________ (State), notwithstanding any conflict-of-laws doctrin
THIS AGREEMENT, made this ____ day of ____________ (month), _____ (year), between _______________________, (hereinafter “Disclosing Party”), and __________________________ (hereinafter “Receiving Party”).
BACKGROUND
The Disclosing Party and Receiving Party wish to discuss and exchange certain items and information related to business programs, products, applications, systems, components, technologies and business topics (the “Invention”) which the parties hereto consider highly confidential and proprietary.
NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of the mutual covenants and agreements set forth herein, hereby agree as follows:
1. DEFINITIONS
1.1. “Invention” shall mean all information relating to business programs, products, applications, systems, components, technologies and business topics.
1.2. “Confidential Information” shall mean all information provided by Disclosing Party with respect to the Invention regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine readable documents. Confidential Information shall also include all information related to the Invention provided by Disclosing Party to Receiving Party prior to the signing of this agreement. Confidential Information shall not include any of the following:
(a) such information in the public domain at the time of the disclosure, or subsequently comes within the public domain without fault of the Receiving Party;
(b) such information which was in the possession of Receiving Party at the time of disclosure that may be demonstrated by business records of Receiving Party and was not acquired, directly or indirectly, from Disclosing Party; or
(c) such information which Receiving Party acquired after the time of disclosure from a third party who did not require Receiving Party to hold the same in confidence and who did not acquire such technical information from Disclosing Party.
1.3. “Disclosing Party” shall mean the party disclosing information to the other relating to the Invention.
1.4. “Receiving Party” shall mean the party receiving information from the other relating to the Invention.
2. USE OF CONFIDENTIAL INFORMATION
The Receiving Party agrees to:
(a) receive and maintain the Confidential Information in confidence;
(b) examine the Confidential Information at its own expense;
(c) not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party;
(d) not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party;
(e) limit the internal dissemination of the Confidential Information and the internal disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have a need to know and an obligation to protect it;
(f) not use or utilize the Confidential Information without the express written consent of Disclosing Party;
(g) not use the Confidential Information or any part thereof as a basis for the design or creation of any method, system, apparatus or device similar to any method, system, apparatus or device embodied in the Confidential Information unless expressly authorized in writing by Disclosing Party; and
(h) utilize the best efforts possible to protect and safeguard the Confidential Information from loss, theft, destruction, or the like.
3. RETURN OF CONFIDENTIAL INFORMATION
All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies.
4. NON-ASSIGNABLE
This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns.
5. GOVERNING LAW
This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of _______________ (State), notwithstanding any conflict-of-laws doctrin