CONFIDENTIAL INFORMATION DISCLOSURE AGREEMENT
Agreement made this _______________ (Date), between ________________________ (Name of Owner), herein referred to as Owner, of ____________________________ (Address) and ________________________(Name of Company), herein referred to as the Company, of ______________________________________ (Address)
Owner hereby submits to and grants the company permission to disclose to the members of the company certain confidential information hereinafter defined, under the following terms and conditions:
SECTION ONE - The owner has developed and maintains confidential information including but not limited to the following: information concerning secret processes, formulas, machines, components, inventions, creations, systems, designs, materials, software, assembly techniques, pending patent applications, compositions, improvements, ideas, specifications, or arts relating to products and services, as well as financial projections, financing plans, and other business information related to present or prospective business activities of the company. All information, and all documents, records, notebooks, drawings, photographs, and any repositories or representations of such information are hereinafter referred to as confidential information.
SECTION TWO - The owner desires to make available certain of the confidential information for the sole purpose of evaluating said information in reference to potential commercial use of the company or to selling an interest in a business venture which relates to such confidential information.
In consideration of the disclosure of any such confidential information to the company, the company agrees to hold such confidential information in confidence and not to divulge it, in whole or in part, to any third party, except in confidence to those of its employees (if any) who require knowledge of the same for purposes for which it has been disclosed to the undersigned. Each of the said employees shall first have agreed in writing to abide by this agreement to maintain confidentiality of such information. The company further agrees not to use any of the confidential information in any way for its own benefit, except for the purpose specified above, without the prior written permission of the owner.
SECTION THREE - The obligation of the company under this agreement shall not apply to information which, at the time of disclosure to the company, is within the public domain or which thereafter becomes part of the public domain through no act or failure to act of the company.
SECTION FOUR - The company agrees to promptly return to the owner all documentary or written information acquired from the owner pursuant to or in connection with this agreement, and all copies thereof. The company may, at its option, give written agreement to the owner to retain for its records one copy of each document or writing if owner agrees, and if each copy thus retained is clearly marked to indicate the confidential nature of the information contained therein and the limitation of the use thereof by the company as set forth herein above.
In witness whereof, the parties have executed this agreement on this ______________ day of _______________ (month), _____ (year).
(Signature of Owner)
(Signature and Title of Company Agent)