Re: Non-Disclosure Agreements

I read in sci.electronics.design that Spehro Pefhany <speffSNIP@xxxxxxxxxxxxxxxxxxxxxxx> wrote (in <47qhk1ludf16p926c0e5pv7bh125fe4e8r@xxxxxxx>) about 'Non-Disclosure Agreements', on Sun, 9 Oct 2005:

Do you have a link to it?

No, but I suppose a text version is not too long to post here. It is, however, a trifle wide!

NON-DISCLOSURE AGREEMENT
BETWEEN:
(1) My Company name and address and
(2) Your company name and address
THE PARTIES AGREE AS FOLLOWS:
The parties intend to enter into discussions with a view to potential collaboration between them relating to [define project closely] , whether
such collaboration is proposed to be through contractual relations, joint-venture, investment, sale and purchase, use or licensing of know-how,
patents and/or patent applications, or in any other form (in any such case, such discussions being the "Project"). In connection with the
Project, either party (the "disclosing party") may from time to time disclose to the other party (the "receiving party") proprietary
information, know-how, trade secrets, documents, information of a confidential nature and/or other information and documents which the
disclosing party expressly designates as confidential ("Information", which shall include all such matters in whatever form(s) the same may be
disclosed).
1.      Each party hereby undertakes to the other that where it is the receiving party it will:
a.      hold the Information in confidence and not disclose or permit it to be made available to any person, firm, company or third party other
than those of its employees or third parties who need to know the same solely for the Project;
b.      only use the Information for the Project: and
c.      ensure that each person to whom disclosure is made by it is fully aware in advance of its obligations of confidence under this
Agreement.
The receiving party will be responsible in the event that any party to whom the receiving party has disclosed such Information breaches the
terms of this Agreement.
2.      The above restrictions on use and disclosure shall not apply to any Information if and to the extent that such Information:
a.      is, at the time of its disclosure by the disclosing party, in the public domain, except where this has arisen as a result of a breach of
the terms of this Agreement;
b.      was in the possession of the receiving party prior to its receipt from the disclosing party; provided that the receiving party shall
have given notice to the disclosing party of such prior possession, the notice to include evidence of such prior possession, within 7 days of
receipt of such Information from the disclosing party;
c.      is used or disclosed with prior written approval of the disclosing party; or d. becomes known to the receiving party from a third party
not under an obligation of confidentiality in relation thereto and where the receiving party is not in breach of the terms of this Agreement.
3. Any copies of the Information made by the receiving party (which shall only be made in accordance with the terms of this Agreement) shall
reproduce the proprietary markings and any other legends contained thereon.
4. The disclosure of any Information shall not constitute any warranty by the disclosing party as to the content, accuracy, completeness or
fitness for Project thereof.
5. Each party undertakes to the other that in all its dealings with the other it shall exercise the utmost good faith and the parties  further
undertake that they will not, whether directly or indirectly, seek to exploit at any time the opportunities of which they have been made aware
by virtue of this agreement except in direct connection with the Project.
6. Nothing in this Agreement shall grant to either party the right to make commitments of any kind for, or on behalf of, the other party without
the prior written consent of the other party.  Nothing herein shall grant, expressly or implied, any ownership right or license to use (except
for the Project and in accordance with the terms of this Agreement) any Information.
7. This Agreement shall not obligate or be construed to obligate either party to purchase any products from the other party or to obligate or be
construed to obligate either party to enter into any other agreement with the other party for the Projects of any products from the other party
or any other party. Neither party is obligated to develop, manufacture or deliver any product under this Agreement.
8. Without prejudice to any other rights or remedies of the disclosing party, the receiving party acknowledges that
(i) monetary damages would not be an adequate remedy for any breach by the receiving party of this Agreement;
(ii) the disclosing party shall be entitled (in addition to monetary damages and without limiting any other legal remedy) to the remedies of
injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement; and
(iii) no proof of special damages shall be necessary for the enforcement of this Agreement.
9. This Agreement shall remain in force until the earliest of:-
a.      a further agreement which supersedes this Agreement being entered into between the parties in respect of the Project;
b.      termination of this Agreement by the parties in writing; or
c.      3 years from the date of this Agreement provided that in any such case the provisions of this Agreement shall continue in force in
respect of any Information disclosed prior to such termination.
10. The effective date of this Agreement is the date affixed on the last page hereof by the party last signing this Agreement.
11. All notices hereunder shall be given by letter addressed as shown at the end of this document or such other address as a party may designate
in writing to the other:
12. All Information and copies thereof (whether or not in hard copy form) shall be returned by the receiving party to the disclosing party or,
at the option of the disclosing party, destroyed, within 5 days of receipt of a written request by the disclosing party for the return, or
destruction, of such Information.
13. This Agreement shall not be assignable, in whole or in part, by either party without the express written consent of the other party.
14. This Agreement shall be governed by and interpreted in accordance with the law of England and Wales and the parties hereby irrevocably
submit to the non-exclusive jurisdiction of the courts of England and Wales.
IN WITNESS WHEREOF, the parties hereto have authorised the undersigned  persons to execute this Agreement as the act and commitment of such
parties


Addresses for communication:

--
Regards, John Woodgate, OOO - Own Opinions Only.
If everything has been designed, a god designed evolution by natural selection.
http://www.jmwa.demon.co.uk Also see http://www.isce.org.uk
.

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