This Agreement is entered into by and between ______________________________, hereinafter known as the INVENTOR, and _______________________, hereinafter known as the DISCLOSEE.
WHEREAS, the INVENTOR has invented a process/apparatus for ____________________, hereinafter known as the INVENTION, which he has not disclosed to anyone except in confidence; and
WHEREAS, the INVENTOR agrees to disclose Confidential Information regarding the INVENTION in confidence to the DISCLOSEE for the purpose of ________________________ _____________________________________________________________________________.
The INVENTOR and DISCLOSEE hereby agree to the following:
1. That the DISCLOSEE agrees to receive the Confidential Information from the INVENTOR and agrees to keep the information confidential and, further, agrees to take reasonable care to avoid disclosure of the INVENTION to others without the written permission of INVENTOR.
2. That the DISCLOSEE agrees to___________________ within ____________ (_____) days from the date of this Agreement.
3. That the DISCLOSEE agrees not to make, use, or sell the INVENTION unless and until the parties hereto have agreed in writing to the amount and nature of compensation to be received by INVENTOR.
4. The parties hereby agree that in the event it is shown that the INVENTION was in the public domain or was known to the DISCLOSEE prior to the date of the INVENTOR's disclosure, this Agreement shall be considered null and void.
5. In addition to information regarding the INVENTION, “Confidential Information” also includes any and all information disclosed by one party to the other pursuant to this Agreement in a writing marked “Confidential” or “Proprietary” or if initially communicated by either verbally or visually, reduced to a writing thus marked within thirty (30) days thereof. It is understood that the obligations imposed upon the parties by this Agreement shall not apply to information that at the time of disclosure of thereafter (i) was generally available to and known by the public, other than as a result of a disclosure by the receiving party or its representatives or (ii) was generally available to the receiving party on a non-confidential basis from a source other than the disclosing party or its representatives, provided that such source was not known to the receiving party to be bound by a confidentiality agreement with the disclosing party or; (iii) the information was already known to the receiving party as evidenced by its written records and the disclosing party is promptly notified after receipt of the information; or (iv) the information is, as evidenced by written records, independently developed by or on behalf of the receiving party by individuals who did not directly or indirectly receive relevant Confidential Information of the disclosing party.
6. For a period of three (3) years from the date first written above, each party shall use reasonable efforts to maintain the other party's Confidential Information in confidence and shall not itself use, except for the benefit of the disclosing party, or disclose the same to others without the prior written consent of the disclosing party.
7. Each party agrees that it will make available the other party's Confidential Information only on a “need to know” basis and that all persons to whom such Confidential Information is made available will be made aware of the strictly confidential nature of such Confidential Information and agree in writing to be bound by the restrictions imposed hereunder on the use thereof. Without the prior written consent of the disclosing party, neither the receiving party, nor its representatives, will disclose to any third party, except as may be required by law (and then only upon prior written notice to the disclosing party to the extent such notice can be given), either the fact that a commercial relationship exists, or is under consideration, between the parties, or any of the terms, thereof. If either party shall be compelled to disclose (I) any Confidential Information or the fact that Confidential Information has been made available to it by the other party, (ii) that discussions or negotiations between the parties are taking place or (iii) any of the terms of an existing or proposed relationship, it is agreed that such party will provide the other party with prompt written notice of such request, so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that either party waives compliance with the provisions of this Agreement, each party agrees that it will furnish only that portion of Confidential Information and other information that is legally required and that it will use its best efforts to obtain reliable assurance that a confidential treatment will be accorded to that portion of Confidential Information and other information that is being disclosed.
8. Each party agrees that it will not use in advertising, publicity or otherwise any trade name or any product, contraction, abbreviation or simulation thereof that is owned, to such party's knowledge by the other party or any subsidiary or affiliate of such other party.
9. During the term of this Agreement, each party agrees to act in good faith and not to attempt in any way to circumvent the interests of the other party with respect to any matter that is the subject of an existing or proposed relationship between the parties.
10. At any time when there exists no business relationship between the parties, and such a relationship is not under active consideration by both parties, each party shall upon request return to the other such information containing, reflecting or derived from Confidential Information within its possession or control as may belong to such other party.
11. No provisions of this Agreement shall be waived or amended except by written consent of both parties, which consent shall specifically refer to this Agreement and explicitly make such waiver or amendment. No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Each party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement.
12. The Agreement constitutes the entire agreement and understanding between the parties as to Confidential Information and supersedes all prior or contemporaneous communications, negotiations, representations or agreements between the parties with respect thereto. No representations have been made by either of the parties except as are specifically set forth herein. No rights or obligations other than those expressly recited herein are to be inferred from this Agreement.
13. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
14. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns, as the case may be. This Agreement shall survive and shall not be affected by any termination of any commercial relationship between the parties.
15. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.
16. This Agreement shall be governed by and construed in accordance with the laws of the State of
Washington
.
17. Each party agrees that the Confidential Information is and shall remain the sole property of the disclosing party. Nothing in this Agreement shall be construed to require the parties to enter into a business relationship or to grant either party any right, interest or license in or under any patent, trademark, copyright, trade secret or other proprietary right or material owned by the other party, whether or not it is part of the Confidential Information.
IN WITNESS WHEREOF, the parties have set their hands to this Agreement.
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