CONFIDENTIALITY ( Non Disclosure ) AGREEMENT
This agreement is made on ______ (date) between the first party,__________ and the second party, _______________.
The first party is in possession of confidential information with regard to __________which may have both technical and competitive sensitivity. The first party is willing to take the second party into confidence with regards to this invention.
Terms to Protect the First Party's Interests:
1) The second party agrees to hold in confidence and not divulge by any means, written, spoken or otherwise, to anyone or any third party, any and all information disclosed in writing by the first party to the second party which is marked "confidential" without expressed written consent of the first party.
2) It is clearly understood that the second party does not obtain any rights or privileges to any and all of the first party's confidential information without expressed written consent of the first party.
3) The second party agrees to hold in confidence any and all proprietary information and business planning, including commercial or financial information, presented by the first party until written cancellation of the agreement is obtained from the first party, or for an agreed upon period of twenty four months.
Terms to Protect the Second Party's Interests:
The first party agrees to hold harmless the second party should the following conditions be proven:
A.) The first party's proprietary information is already in the public domain at the time of disclosure or becomes part of the public domain without breach of contract.
B) The second party can establish competent proof of having acquired possession of information disclosed by the first party through means unrelated to and totally separate from the second party, directly or indirectly. This may include information received from a third party in good faith, in which the third party gained this information totally independent of and without prior knowledge or contact with the first party's confidential information. Competent proof of prior disclosure of such information will be provided to the first party within 10 days of this agreement.
C) The second party may convey information to others pertaining to the proper searching and preparation and prosecution of a patent application filed by the second party prior to receiving knowledge of the first party's claim to confidential information.
Signed on behalf of the First Party __________________________________________ Date ____________
Signed on behalf of the Second Party ________________________________________ Date ____________
Witnessed by: _______________________________________________________ Date ____________
( This is a basic format that can be modified to suit the needs of individuals wishing to discuss their idea or product with a second party.
The Edison Inventors Association offers this in good faith . You may wish to consult legal representation to verify the validity of this document or modify it to better serve your needs. )