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This AGREEMENT is made by and between _________________. (the "Company") and
__________ (the "Recipient") effective as of _________, 1997.
Project Reference: Information related, but not limited to, development projects and assignments
to be performed by the Recipient for the Company.
The Company possesses competitively valuable Confidential Information (as hereinafter defined)
regarding its current products, future products, research and development, and general business operations.
Recipient may enter or has entered into a business relationship with the Company and in connection
therewith may need to review or use the Company's Confidential Information and Materials or to create
new Confidential Information and Materials for the Company. In consideration of the promises and
covenants contained in this Agreement and the disclosure of Confidential Information and Materials from
the Company to the Recipient, the parties hereto agree as follows:
1. Confidential Information and Materials
(a) "Confidential Information" shall mean any nonpublic information that the Company
specifically marks and designates, either orally or in writing, as confidential or which, under the
circumstances surrounding the disclosure, ought to be treated as confidential or which the
Recipient creates or produces in the course of performing services for the Company.
"Confidential Information" includes, but is not limited to, product schematics or drawings,
descriptive material, specifications, software (source code or object code), sales and customer
information, the Company's business policies or practices, information received from others that
the Company is obligated to treat as confidential, and other materials and information of a
confidential nature.
(b) "Confidential Information" shall not include any materials or information which the
Recipient shows: (i) is at the time of disclosure generally known by or available to the public or
became so known or available thereafter through no fault of the Recipient; or (ii) is legally known
to the Recipient at the time of disclosure by the Company; or (iii) is furnished by the Company to
third parties without restriction; or (iv) is furnished to the Recipient by a third party who legally
obtained said information and the right to disclose it; or (v) is developed independently by the
Recipient either before or after the term of the Recipient’s engagement as a consultant or
independent contractor to the Company where the Recipient can document such independent
(c) "Confidential Materials" shall mean all tangible materials containing Confidential
Information, including without limitation drawings, schematics, written or printed documents,
computer disks, tapes, and compact disks (CD), whether machine or user readable.
2. Restrictions
(a) Recipient shall not disclose any Confidential Information to third parties without the
prior written authorization of the Company. Notwithstanding the foregoing, Recipient shall not at
any time disclose to any third party any Confidential Information comprising a trade secret of the
Company or any Confidential Information of any other party to whom the Company owes an
obligation. However, Recipient may disclose Confidential Information in accordance with judicial
or other governmental orders, provided Recipient shall give the Company reasonable notice prior
to such disclosure and shall comply with any applicable protective order or equivalent.
(b)Recipient shall not use any Confidential Information or Confidential Materials of the
Company for any purposes except those expressly contemplated hereby or as authorized by the
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