All inventors should execute non-disclosure agreements before
the invention is disclosed to anybody. Inventor Services uses a
fairly standard non-disclosure agreement. Should you decide to
use our services, the agreement we may mutually sign will be similar to
the agreement on the right. Feel free to download, modify and use
this example agreement at your own legal risk. We
recommend that you have your attorney review all such legal documents
before you sign them.
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Inventor Services, LLC
Non-Disclosure Agreement Example
CONFIDENTIAL DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective the (date), between the parties: Inventor Services, LLC, having a place of business at 3601 East Hermes Drive, Salt Lake City, Utah 84124 (hereinafter "SERVICES") and (your identity and business address) (hereinafter "ABREVIATION.")
A. SERVICES has capabilities and resources applicable to product development, prototyping, intellectual property protection, project administration, accounting, financing, and engineering, among other things.
B. ABREVIATION has invented, developed and/or acquired certain technology and information pertaining to (your invention), (hereinafter, the "PROJECT,").
C. The parties desire to discuss the PROJECT to evaluate whether there is a basis for them to enter into a business relationship directed towards commercialization of the PROJECT.
D. The parties have agreed to exchange information under the following terms and conditions.
In consideration of the premises, the mutual promises hereinafter expressed, and other good and valuable consideration, the receipt of which is acknowledged by the respective parties, the parties, intending to be legally bound, hereby agree and contract as follows:
1. "Proprietary Information," as that term is used in this agreement, includes inventions, technical information, business information, know how, customer lists, vendor information, plans, data, business opportunities or other information of a confidential or proprietary nature. It is agreed that a party may have a proprietary interest in information which is not secret for so long as there is an advantage to that party for that information to remain generally unknown to competitors.
2. Each party will make disclosure of such portion of its Proprietary Information as it deems appropriate, and the receiving party agrees to hold all such information in strict confidence and to put such information to no unauthorized use.
3. All disclosures made pursuant to this agreement shall be deemed to be made solely for the purpose of preliminary investigation. No such disclosure is intended to constitute an offer to sell or otherwise exploit the PROJECT or any portion of the disclosing party's Proprietary Information. No such disclosure shall impose any obligation on the receiving party, except for those specifically set forth in this agreement.
4. This agreement shall terminate upon the earlier of execution of any successor agreement between the parties or three years from the effective date of this agreement.
5. The obligation of confidentiality imposed by Article 2 of this agreement shall terminate with respect to any portion of the Proprietary Information disclosed by a party to the extent that the receiving party can show by competent evidence that:
a. the information in question was already known to the receiving party at the time of disclosure; has become a part of the public domain, either prior to or following disclosure, other than through the receiving party; or has been disclosed to the receiving party by a third party owing no duty of non-disclosure to the disclosing party; or
b. disclosure was made or is being sought under legal compulsion.
Executed by the parties through their authorized representatives on the dates indicated, but effective the date first indicated.