Unilateral Non-Disclosure Agreement (Page 2 of 4) in pdf

Confidentiality Agreement.

This Agreement (“Agreement”) is entered into as of _____ __, 200_ (“Effective Date”) by and between

________________ (“Recipient”), and [COMPANY], a Delaware corporation (“Discloser”). The parties

wish to protect and preserve the confidential and/or proprietary nature of certain information and materials

of Discloser that may be disclosed or made available to Recipient in connection with certain discussions,

negotiations or dealings between the parties relating to ______________________ (the “Purpose”). In

consideration of the foregoing and the rights and obligations set forth herein, both parties hereby agree as

follows:

1. P

ROPRIETARY

NFORMATION

“Proprietary Information” means any and all information and material disclosed by Discloser to

Recipient, whether in writing, or in oral, graphic, electronic or any other form) that is provided under

circumstances indicating it is confidential or proprietary.

Proprietary Information, includes, without

limitation, any (a) trade secret, know-how, idea, invention, process, technique, algorithm, program

(whether in source code or object code form), hardware, device, design, schematic, drawing, formula, data,

plan, strategy and forecast of, and (b) technical, engineering, manufacturing, product, marketing, customer,

servicing, financial, personnel and other information and materials of, Discloser and its employees,

consultants, investors, affiliates, licensors, suppliers, vendors, customers, clients and other persons and

entities.

2. N

-D

ISCLOSURE AND

IMITED

Recipient shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary

Information to any third party. Recipient shall disclose the Proprietary Information only to its employees

and agents who need to know such information and who are bound in writing by restrictions regarding

disclosure and use of such information comparable to and no less restrictive than those set forth herein.

Recipient shall not use any Proprietary Information for the benefit of itself or any third party or for any

purpose other than the Purpose. Recipient shall take the same degree of care that it uses to protect its own

confidential and proprietary information of similar nature and importance (but in no event less than

reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or

dissemination of the Proprietary Information. Recipient shall not make any copies of the Proprietary

Information. The obligations of this Section 2 with respect to any item of Proprietary Information or with

respect to any discussions or agreements between the parties shall survive any termination or expiration of

this Agreement.

3. S

COPE

The obligations of this Agreement, including the restrictions on disclosure and use, shall not apply with

respect to any Proprietary Information to the extent such Proprietary Information: (a) is or becomes

publicly known through no act or omission of the Recipient; (b) was rightfully known by Recipient without

confidential or proprietary restriction before receipt from Discloser, as evidenced by Recipient’s

contemporaneous written records. In addition, Recipient may use or disclose Proprietary Information to the

extent (i) approved in writing in advance by Discloser or (ii) Recipient is legally compelled to disclose such

Proprietary Information, provided, however, that prior to any such compelled disclosure, Recipient shall

give Discloser reasonable advance notice of any such disclosure and shall cooperate with Discloser in

protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such

disclosure and/or use of the Proprietary Information.

4. O

WNERSHIP

All Proprietary Information (including, without limitation, all copies, extracts and portions thereof) is and

shall remain the sole property of Discloser. Recipient does not acquire (by license or otherwise, whether

express or implied) any intellectual property rights or other rights under this Agreement or any disclosure

hereunder, except the limited right to use such Proprietary Information in accordance with the express

Unilateral Non-Disclosure Agreement Page 2

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