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District of Columbia WITNESS WHEREOF the parties have executed this Agreement as of the date first above written. Signature of Discloser Name of Discloser Signature of Recipient Name of Recipient -3- and permitted assigns of the parties hereto. This Agreement shall be governed by and construed in accordance with the laws of the State of __________________________________________. 12. 13. 14. INigned by either party without the prior written consent of the other party. This Agreement shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successorsranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. This Agreement may not be asss hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warmages, losses, expenses and costs whatsoever resulting from the breach of this Agreement by the Recipient. -2- 7. 8. 9. 10. 11. This Agreement constitutes the entire agreement between the partie or part thereof and remaining part of such provision and all other provisions hereof shall continue in full force and effect. The Recipient shall indemnify and save harmless the Discloser from all dar disclosure of such Information. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision competent jurisdiction that this provision is illegal, invalid or unenforceable, shall apply only within those territories within which Discloser then carries on business and only up to 10 years afteDue to the valuable and proprietary nature of the Information to Discloser the obligations assumed by Recipient hereunder shall (a) be unlimited in time or territory or (b) if it is held by a court ofequested by Discloser, Recipient will promptly provide a list containing the full name and address of any person having access to or copies of the Information and the reason such access is necessary. Information from all retrieval systems and databases or destroy same as directed by Discloser and furnish to Discloser a certificate by an officer of Recipient of such deletion or destruction. When ration. Recipient shall, upon request of Discloser, immediately return the Information and all copies thereof in any form whatsoever under the power or control of Recipient to Discloser, and delete the respect to the Information infringing any rights of third parties. Discloser shall not be held liable for any errors or omissions in the Information or the use or the results of the use of the Inform Discloser; or any Information which the Recipient is by law required to disclose. 5. 6. This Agreement shall not constitute any representation, warranty or guarantee to Recipient by Discloser withosure is readily available to the trade or the public; which Recipient can establish, by documented and competent evidence, was in its possession prior to the date of disclosure of such Information by as may reasonably required internally by Recipient for the Purpose. The obligations of the Recipient under paragraphs 3, 4 and 5 shall not apply to Information: (a) (b) (c) which at the time of disclThe Information shall not be copied, reproduced in any form or stored in a retrieval system or data base by Recipient without the prior written consent of Discloser, except for such copies and storageto satisfy its obligations herein and obtain their written agreement to receive and use the Information on a confidential basis on the same conditions as contained in this Agreement. -1- 2. 3. 4. and who have been approved by the Discloser to receive the Information. Recipient shall, prior to disclosing the Information to such employees and consultants, issue appropriate instructions to them r the Information to a third party without the Discloser's prior written consent. Recipient shall disclose the Information only to those persons who have a need to know the Information for the Purposet Recipient would be reasonably expected to employ for his own similar confidential information. In particular Recipient shall not directly or indirectly disclose, allow access to, transmit or transfeation or otherwise. Recipient shall use all reasonable efforts to protect Discloser's interest in the Information and keep it confidential, using a standard of care no less than the degree of care thaust and confidence by Recipient for Discloser. No interest, licence or any right respecting the Information, other than expressly set out herein, is granted to Recipient under this Agreement by implicloser to make any particular disclosure of Information. All right, title and interest in and to the Information shall remain the exclusive property of Discloser and the Information shall be held in treto agree as follows: 1. Discloser shall at its discretion provide such of the Information to Recipient as is required for the Purpose, verbally or in writing. Nothing in this Agreement obligates Disc_______________________________________ ( the "Purpose"); NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties herhe "Information"); and WHEREAS Recipient desires to receive, and Discloser is willing to supply, the Information on the terms and conditions set out herein, solely for the purpose of investigating ___tion acquired through the expenditure of time, effort and money, of a technical and business nature relating to __________________________________________ (collectively and individually described as ter") and ______________________________, of ___________________________ (the "Recipient"). WHEREAS Discloser owns, possesses or controls certain trade secrets, and proprietary and confidential informacom Non-Disclosure Agreement THIS AGREEMENT made as of __________________________________________ between ____________________________________, of ______________________________________ (the "Disclosou should also consult an attorney whenever a document is negotiated with another party. [_] The purchase and use of these forms is subject to the Disclaimers and Terms of Use found at findlegalforms.ing point for you and should not be used without consulting with an attorney first. Before signing this document you should have an attorney review it to make sure it fits your particular situation. YInformation Non-Disclosure Agreement [_] These forms are not intended and are not a substitute for legal advice. Laws vary from time to time and from state to state. These forms should only be a start District of ColumbiaDistrict of Columbia to Recipient prior to the execution of this agreement. Signature of Discloser Name of Discloser Dated Signature of Recipient Name of Recipient Dated om the disclosure, or; (d) the information loses its status as confidential through no fault of Recipient In any event, the obligation of non-disclosure shall not apply to information which was known curs: (a) The confidential information becomes known to the public without the fault of Recipient or; (b) The information is disclosed publicly by Discloser or ; (c) a period of _____ months passes frpon reasonable notice to return the confidential tangible material provided by it by Discloser upon reasonable request. The obligation of non-disclosure shall terminate when if any of the following ocfor example, a machine or device, Discloser shall be required prior to or at the same time that the disclosure is made to provide written notice of the secrecy claimed by Discloser. Recipient agrees ue and shall conspicuously mark the same as "confidential," "not to be disclosed" or with other clear indication of its status. If the information which Discloser is disclosing is not in written form, ation, and shall protect the same from disclosure with reasonable diligence. As to all information which Discloser claims is confidential, Discloser shall reduce the same to writing prior to disclosur disclose the information so conveyed, unless in conformity with this agreement. Recipient shall limit disclosure to the officers and employees of Recipient with a reasonable "need to know" the informcloser may from time to time disclose to Recipient certain confidential information or trade secrets generally regarding ____________________________________________ Recipient agrees that it shall notlegalforms.com Non-Disclosure Agreement _____________________________________________________, (the "Discloser") and ___________________________________________________, (the "Recipient"), agree: Disituation. You should also consult an attorney whenever a document is negotiated with another party. [_] The purchase and use of these forms is subject to the Disclaimers and Terms of Use found at find be a starting point for you and should not be used without consulting with an attorney first. Before signing this document you should have an attorney review it to make sure it fits your particular sInformation Non-Disclosure Agreement Unilateral [_] These forms are not intended and are not a substitute for legal advice. Laws vary from time to time and from state to state. These forms should only District of ColumbiaDistrict of Columbia ture of Recipient Name of Recipient Dated any event, the obligation of non-disclosure shall not apply to information which was known to a party prior to the execution of this agreement. Signature of Discloser Name of Discloser Dated Signay by the party disclosing, or ; (c) a period of _____ months passes from the disclosure, or; (d) the information loses its status as confidential through no fault of the party receiving disclosure. Innate when if any of the following occurs: (a) The confidential information becomes known to the public without the fault of the party receiving disclosure, or; (b) The information is disclosed publicled by the party. The parties agree upon reasonable notice to return the confidential tangible material provided by the other party upon reasonable request. The obligation of non-disclosure shall termiisclosed is not in written form, for example, a machine or device, the parties shall be required prior to or at the same time that the disclosure is made to provide written notice of the secrecy claime to writing prior to disclosure and shall conspicuously mark the same as "confidential," "not to be disclosed" or with other clear indication of its status. If the confidential information which is deasonable "need to know" the information, and shall protect the same from disclosure with reasonable diligence. As to all information which each party claims is confidential, they shall reduce the sam and Second Party agree that they shall not disclose the information so conveyed, unless in conformity with this agreement. Both parties shall limit disclosure to their officers and employees with a rhe "Second Party"), agree: First Party and Second Party may from time to time disclose to one another certain confidential information or trade secrets generally regarding _______________. First Partyalforms.com Mutual Non-Disclosure Agreement _________________________________________________________________, (the "First Party") and ____________________________________________________________, (tation. You should also consult an attorney whenever a document is negotiated with another party. [_] The purchase and use of these forms is subject to the Disclaimers and Terms of Use found at findleg a starting point for you and should not be used without consulting with an attorney first. Before signing this document you should have an attorney review it to make sure it fits your particular situInformation Mutual Non-Disclosure Agreement [_] These forms are not intended and are not a substitute for legal advice. Laws vary from time to time and from state to state. These forms should only be District of ColumbiaDistrict of Columbia ____________________ Name of Employee ___ , 20 ____ ___________________________________ Signature of Employer ___________________________________ Name of Employer ___________________________________ Signature of Employee _______________without Employer's consent, nor to remove any of Employer's business secrets or information from the Employer's facilities. 3. The parties agree to the following additional terms: Dated: ____________, development, manufacturing processes, or any other technical or business information. 2. The Employee agrees not to make any unauthorized copies of any of Employer's business secrets or information crets confidential at all times during and after the term of Employee's employment. Employer's business secrets include any information regarding the Employer's customers, supplies, finances, research_____________________ , State of ____________________________ . For valuable consideration, the Employer and Employee agree as follows: 1. The Employee agrees to keep all of the Employer's business se_________ , City of _________________________________ , State of _____________________________ , and _________________________________ , Employee, of ___________________________ , City of ____________all serious legal matters. Employee Confidentiality Agreement This Agreement is made on ______________________ , 20 ___ , between _________________________________ , Employer, of ____________________n any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and o In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental,d "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk.s. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provide from the employer's facilities. To prepare this form, simply fill in the employer's and employee's names and addresses. Disclaimer No Attorney-Client relationship is created by use of these material manufacturing processes, or any technical or business information. This form also provides that the employee agrees not to make any unauthorized copies of information or take any business informationthe employee agree not to divulge any business or trade secrets. An employer's business secrets include any information regarding the employer's customers, supplies, finances, research, development orInformation Employee Confidentiality Agreement Provided under agreement with copyright holder, © Nova Publishing Company 2004 This form may be used in those situations in which it is prudent to have District of ColumbiaDistrict of Columbia ignature Print Name Confidentiality Agreement for Business Plan 3 identiality Agreement for Business Plan 2 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. COMPANY RECIPIENT Signature Print Name Skind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. Conf the provisions of this Agreement. 11. Entire Agreement. This Agreement constitutes the entire agreement between Company and Recipient, and supersedes any prior understanding or representation of any ivered by overnight delivery service, addressed as follows: If to Company: If to Recipient: 10. Headings. The headings for section herein are for convenience only and shall not affect the meaning ofd to be construed as so limited. 9. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delprovision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemetute one agreement. 8. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any to conflicts of law principles. 7. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall consti without the consent of Recipient. 6. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ___________________, without regardn its rights, duties or obligations under this Agreement without the prior written approval of Company. Company shall have the right to transfer its interest in this Agreement and in the Business Planshall attach only to such provision or part thereof and remaining part of such provision and all other provisions hereof shall continue in full force and effect. 5. Assignment. Recipient may not assigsiness and only up to 10 years after disclosure of such Information. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability siness Plan 1 is held by a court of competent jurisdiction that this provision is illegal, invalid or unenforceable, shall apply only within those territories within which Company then carries on buluable and proprietary nature of the Confidential Information, the obligations assumed by Recipient hereunder shall (a) be unlimited in time or territory or (b) if it Confidentiality Agreement for Butity not so authorized by this Agreement, and shall limit access to the Business Plan only to persons necessary to further the purposes set forth in Section 2 of this Agreement. 4. Term. Due to the vampany. Recipient shall take reasonable care to protect Company's proprietary interest in the Confidential Information and to prevent the Confidential Information from being exposed to any person or enn the Confidential Information upon Recipient. Recipient may not disclose any Confidential Information to any other person or entity, except as required by law, without the prior written consent of CoPlan, shall be considered to be "Confidential Information." Company is the owner of all Confidential Information, and nothing in this Agreement shall be construed to bestow any interest or ownership infidential Information. Recipient hereby acknowledges that any information contained in the Business Plan, or in any related documentation made available to Recipient in conjunction with the Business s Plan is contingent upon the valid execution of this Agreement. 2. Purpose. The Parties hereby acknowledge that Recipient will be granted access to the Business Plan solely for the purpose of . 3. Colows: 1. Business Plan. Company will deliver the Business Plan to Recipient ( at the time of execution of this Agreement; no later than ). Recipient acknowledges that Company's delivery of the Businesditions set forth in this Agreement; NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as fol for the Business Plan to made available to Recipient for the purpose of (Briefly describe purpose, i.e., review, evaluate, consider for the purposes of investing, etc.) , subject to the terms and con has prepared a business plan for (Name of proposed company) (the "Business Plan"), which contains information that is both confidential and commercially valuable; AND WHEREAS, the Parties both intendEMENT FOR (Name of company) THIS AGREEMENT (the "Agreement") is made this , by and between "Parties"). BUSINESS PLAN , 20 ("Company") and ("Recipient", and collectively, the day of WHEREAS, Companyattorney whenever a document is negotiated with another party. The purchase and use of these forms is subject to the Disclaimers and Terms of Use found at www.findlegalforms.com. CONFIDENTIALITY AGREld not be used without consulting with an attorney first. Before signing this document you should have an attorney review it to make sure it fits your particular situation. You should also consult an ease note that these forms are not intended and are not a substitute for legal advice. Laws vary from time to time and from state to state. These forms should only be a starting point for you and shouness plan to execute a confidentiality agreement, binding them to protect the confidential information they receive, and prohibiting them from disclosing it to any other party without your consent. Plso be necessary to include information in that business plan that is of a confidential or sensitive nature. In order to protect this information, it may be advisable to require recipients of your business plan. In the course of developing and building a new business, it is frequently necessary to submit a business plan to a wide variety of outside parties, i.e., investors, partners, etc. It may alFindLegalForms.com Confidentiality Agreement to Protect Business Plan ­ Kit This kit includes tools and instructions to prepare a confidentiality agreement, designed to protect the contents of a busi District of ColumbiaDistrict of Columbia greement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. FIRST PARTY Signature Print Name SECOND PARTY Signature Print Name ssigns of the Parties. 4. Counterparts. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one a full force and effect. 3. Binding Effect. The covenants and conditions contained in this Amendment shall apply to and bind the parties and the heirs, legal representatives, successors and permitted all supersede any provisions of the Agreement to the extent that this Amendment conflicts with, modifies, or amends any provision of the Agreement. All other provisions of the Agreement shall remain inhe original Agreement. If you are altering or deleting certain existing provisions, make sure that you identify those provisions explicitly by their number.) . 2. Other provisions. This Amendment shaand other good and valuable consideration set forth herein, the Parties agree as follows: 1. Amendment. The Agreement shall be amended as follows: (Describe in detail the changes you wish to make to t20 , (the WHEREAS, the Parties wish to amend the Agreement in order to (briefly describe the nature of the amendment) . NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, is day of , 20 , by and between (the "First Party") and (the "Second Party," and collectively, "the Parties"). WHEREAS, the Parties entered into a Confidentiality Agreement, dated "Agreement"); and , esses your particular situation. An attorney should be consulted before negotiating any document with another party. AMENDMENT TO CONFIDENTIALITY AGREEMENT This Amendment (the "Amendment") is made thintended and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addructions before printing. NOTE: These forms contain the basic terms and language that should be included in similar agreements. Laws vary from time to time and from state to state. These forms are not ired changes are documented properly and validly. Included in this kit is a sample form of an amendment. Fill out the sample form to complete your amendment, making sure to delete the italicized instrs that set forth the procedure for amending that agreement. Make sure that you read and understand any amendment provisions in the confidentiality agreement you intend to amend to ensure that your desotherwise be prohibited by her existing confidentiality agreement. It is important that these types of changes are documented, and not simply left to oral agreements. Many agreements contain provisionas been entered into, the parties may agree that a change must be made to their arrangement. For example, you may wish to allow an employee to disclose certain information to a third party that would FindLegalForms.com Amendment to Confidentiality Agreement ­ Kit This kit is designed to assist you in drafting an amendment to an existing confidentiality agreement. Occasionally after an agreement h District of Columbia