Receiver – Inventor CONFIDENTIAL DISCLOSURE AGREEMENT

CONFIDENTIAL DISCLOSURE AGREEMENT

In order to protect certain confidential information, the Inventor(s) identified below and the Receiver identified below, agree to the following:

1.  Definitions. An Inventor is a party disclosing confidential information about his or her invention. "Inventor(s)" is a term used herein to mean one or more Inventors. A Receiver is the recipient receiving this disclosed confidential information. An Associate is a professional partner of the Receiver or a third party contractually bound to the Receiver in accord with this Agreement and made known to the Inventor(s) prior to receipt of the confidential information by the Receiver.

2.  Confidential Information of the Inventor(s). Confidential information, if any, disclosed by the Inventor(s) is described as:

______

(list the title of the invention disclosure along with references to the dated and signed document(s) and drawing(s) used to disclose the invention to the Receiver), and may be used by the Receiver and his or her Associates, if any, only for evaluating the confidential information for purposes of determining the Receiver’s interest in any forthcoming relationship with the Inventor(s) subject to the obligations under Section 3 during the Disclosure Period and Protection Period under Section 4.

3.  Obligations of the Receiver.

a.  The Receiver will limit the use of the disclosed confidential information to evaluating the confidential information and discussing the confidential information and the Receiver’s evaluation of the confidential information with the Inventor(s).

b.  The Receiver will protect, and will ensure its participating Associates will protect, the disclosed confidential information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the confidential information as the Receiver uses to protect his or her own confidential information of a like nature. The Receiver will provide reasonable prior notice to the Inventor(s) if the Receiver or a participating Associate is required to disclose the confidential information under operation of law.

c.  The Receiver or a participating Associate will comply with all applicable export laws.

4.  Disclosure and Protection Periods. The Disclosure Period and the Protection Period start on the Begin Disclosure Date unless a different start date is specified. The Receiver's obligations under Section 3 only apply to confidential information disclosed during the Disclosure Period. The Receiver's obligations under Section 3 stop at the end of the Protection Period. The Disclosure Period will be one month if not specified below.
The Begin Disclosure Date is ______.
(the date confidential information is first disclosed).
The Disclosure Period ends on the following date or at the end of the following time period: ______.
(specify a date or a time period, for example, soon after the confidential information is last disclosed and preferably less than one year from the Begin Disclosure Date).

5.  Marking. The obligations of the Receiver under this Agreement extend only to confidential information that is

a.  itemized in Section 2; or

b.  both described generally in Section 2 and

i.  marked at the time of disclosure to show its confidential nature, or

ii. unmarked (for example, orally or visually disclosed) but treated as confidential at the time of disclosure, and designated to show its confidential nature in a written message sent to the Receiver within thirty days after disclosure, summarizing the disclosed confidential information sufficiently for identification.

6.  Exclusions. This Agreement imposes no obligation upon the Receiver with respect to information that (a) was in the Receiver's possession before receipt from the Inventor(s), (b) is rightfully received by the Receiver from a third party, with proof of said rightful receipt, without a duty of confidentiality, (c) is independently developed or learned by the Receiver or (d) is disclosed by the Receiver with prior written approval of the Inventor(s).

7.  Choice of Law. Without regard to choice of law provisions, this Agreement is governed by and will be construed in accordance with the laws of the State of Missouri and the USA unless, if filled in here, then the laws of ______.

8.  Warranty. Each Inventor warrants that he or she has the right to make the disclosures under this Agreement. The Receiver warrants that its participating Associates will protect disclosed confidential information in accordance with the terms of this Agreement. No other warranties are made by either party under this agreement. Any confidential information disclosed under this agreement is provided "as is."

9.  Miscellaneous. Neither party acquires any intellectual property rights under this Agreement except the rights granted in Section 3. This Agreement imposes no obligation on either party to purchase, sell, license, transfer or otherwise dispose of any technology, services or products. This Agreement does not create any agency or partnership relationship. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. This Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the parties signed a single original. A facsimile of an original signature transmitted to the other party is effective as if the original was sent to the other party.

INVENTOR(S)
______
(Name of first Inventor)
______
(Address of first Inventor)
______
(Address of first Inventor)
______
(Signature of first Inventor)
______
(Name of second Inventor)
______
(Address of second Inventor)
______
(Address of second Inventor)
______
(Signature of second Inventor) / RECEIVER
______
(Name, if any, of Receiver’s practice)
______
(Address)
______
(Address)
______
(Typed Name of Registered Patent Receiver)
______
(Signature of Registered Patent Receiver)
______
(Receiver’s Registration Number)

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