CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT
Dated: ______
This CONFIDENTIALITY & NONDISCLOSURE AGREEMENT (the “Agreement”) is made as of the execution date above by and between , having a known address of ______“Discloser”, and the party identified asASCADEX Patent Illustrating Services, LLC having a known address of6742 Forest Hill Blvd 305, West Palm Beach, FL 33413“Recipient”. Discloser and Recipient shall be collectively referred to as the “Parties.”
1. Purpose
The Parties are entering into discussions regarding Recipient’s potential involvement in the exploitation of Discloser’s invention. As such, Discloser intends to disclose certain proprietary and otherwise confidential information regarding the inventionto the Recipient. The Partieswish to set forth-certain confidentiality obligations concerning this invention.
2. Confidential Information
2.1 Definition of Confidential Information."Confidential Information" means any information disclosed by Discloser to Recipient, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, information relating to any strategies or arrangements, Discloser’s Program and/or services and any future proposed products and/or related services, technology, intellectual property, proprietary information, technical data, trade secrets or know-how, including, but not limited to, discoveries, developments, designs, patterns, devices, inventions (whether or not patented or patentable), processes, research, customer lists, configuration of information, or other information. Information communicated orally shall be considered Confidential Information if such information is designated as being confidential or proprietary within a reasonable time after the initial disclosure.
2.2 Ownership of Confidential Information.All Confidential Information and all intellectual property rights therein remain the property of Discloser, and no license or other right to Confidential Information is granted or implied hereby.
2.3 Return of Confidential Information. Recipient shall immediately return to Discloser all written Confidential Information and any and all records, notes and other written, printed or tangible materials pertaining to that Confidential Information upon a termination of the relationship between the Parties or upon receipt of a written request from Discloser.
3. Obligations of Confidentiality
3. Nondisclosure. Recipient agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of Confidential Information as it employs with similar information of its own which it does not desire to have published, disclosed, or disseminated. Protective measures utilized by Recipient should include prohibiting unnecessary copying of Confidential Information and keeping Confidential Information in a secure location. Recipient may use Confidential Information only for the purpose set forth in Section 1 and is expressly forbidden from using such information for competing purposes in any way.
4. Intellectual Property Rights
No license or immunity is granted by this Agreement, either directly or by implication, estoppel, or otherwise, under any patents, copyrights, or trademarks. The disclosure of information hereunder will not constitute any representation, warranty, assurance or guarantee with respect to the infringement, misappropriation or violation of any of the intellectual property rights of third parties.
5. Miscellaneous Provisions
6.1 Confidentiality of Agreement. Unless required by law, each party agrees not to disclose to any third party the terms, conditions or subject matter or the existence of this Agreement without the prior written consent of the other.
6.2 Relationship between the Parties. The Parties do not intend that any agency, partnership or other relationship be created between them by this Agreement.
6.3 Governing Law; Attorneys Fees. This Agreement shall be construed, and legal relations between the Parties shall be determined in accordance with the laws of the State of ______. Any disputes under this Agreement shall be subject to the exclusive jurisdiction of the courts located in the State of ______.
IN WITNESS WHEREOF, the Parties, through their duly authorized representatives, sign this Agreement which enters into full force and effect, in accordance with its terms, as of the date first set forth above.
DISCLOSER,
By: ______Date: ______
RECIPIENT,Autrige Dennis (Senior Patent Illustrator) 914-803-3486
By: ______Date: