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NON-DISCLOSURE AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT
This Agreement is between __________________(“OWNER”); and _______________________
an individual residing at ___________________________________________________ (“RECIPIENT”).
WHEREAS, OWNER has developed through substantial effort, research, time, and expense certain
inventions, design concepts, methodologies, technical know-how, copyrightable material and trade secrets
directed and related to______________________________________________________ (“INFORMATION”);
WHEREAS, OWNER desires to disclose the INFORMATION on a confidential basis to RECIPIENT
solely for the purposes of evaluating the INFORMATION for possible future business arrangements; and
WHEREAS, OWNER wishes to maintain the confidentiality of the INFORMATION and the
protection of OWNER'S intellectual property rights.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained
herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
I. CONFIDENTIAL INFORMATION
A. OWNER agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business
dealings between the parties.
B. RECIPIENT agrees to receive such INFORMATION and to refrain from copying, disclosing,
using, selling, or offering for sale any and all of said INFORMATION, other than at the request of
OWNER, with the exceptions as provided in paragraph C herein. RECIPIENT agrees to keep
confidential and refrain from disclosing any and all of the INFORMATION, and to take all
necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of
the INFORMATION.
C. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of
INFORMATION only if, and only to the extent that, said INFORMATION was in the public
domain at the time it was disclosed by OWNER, or was known to and recorded in writing by
RECIPIENT prior to the time of disclosure by OWNER, or is received from a third party or passes
into the public domain without breach of this Agreement. With respect to any
INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that
RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT
shall disclose to OWNER an adequate written description of the INFORMATION within
fourteen (14) days of the disclosure by OWNER.
D. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT
in connection with the technical information or inventions disclosed under this agreement. All
documents or materials constituting the INFORMATION and all reproductions thereof shall at
all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT
upon request.
E. This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in
the form of patent applications, copyright applications, or other disclosures by OWNER.
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