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PATENT / INVENTION NON-DISCLOSURE AGREEMENT

I. THE PARTIES. This Patent/Invention Non-Disclosure Agreement, hereinafter known

as the “Agreement”, is created on this ____ day of ___________________, 20____,

between ___________________, hereinafter known as the “Disclosing Party”, and

___________________, hereinafter known as the “Receiving Party”.

The Disclosing Party and Receiving Party wish to discuss and exchange certain items

and information related to business programs, products, applications, systems,

components, technologies, and business topics (the “Invention”) which the parties

hereto consider highly confidential and proprietary.

NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of

the mutual covenants and agreements set forth herein, hereby agree as follows:

II. TERMS & DEFINITIONS.

a. “Invention” shall mean all information relating to business programs, products,

applications, systems, components, technologies, and business topics.

b. “Confidential Information” shall mean all information provided by Disclosing

Party with respect to the Invention regardless of whether it is written, oral, audio

tapes, video tapes, computer discs, machines, prototypes, designs,

specifications, articles of manufacture, drawings, human or machine-readable

documents. Confidential Information shall also include all information related to

the Invention provided by Disclosing Party to Receiving Party prior to the signing

of this Agreement. Confidential Information shall not include any of the following:

1. such information in the public domain at the time of the disclosure, or

subsequently comes within the public domain without fault of the

Receiving Party;

2. such information which was in the possession of Receiving Party at the

time of disclosure that may be demonstrated by business records of

Receiving Party and was not acquired, directly or indirectly, from

Disclosing Party; or

3. such information which Receiving Party acquired after the time of

disclosure from a third party who did not require Receiving Party to hold

the same in confidence and who did not acquire such technical

information from Disclosing Party.

c. “Disclosing Party” shall mean the party disclosing information to the other

relating to the Invention.

d. “Receiving Party” shall mean the party receiving information from the other

relating to the Invention.

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III. USE OF CONFIDENTIAL INFORMATION. The Receiving Party agrees to:

a. receive and maintain the Confidential Information in confidence;

b. examine the Confidential Information at its own expense;

c. not reproduce the Confidential Information or any part thereof without the express

written consent of Disclosing Party;

d. not, directly or indirectly, make known, divulge, publish or communicate the

Confidential Information to any person, firm, or corporation without the express

written consent of Disclosing Party;

e. limit the internal dissemination of the Confidential Information and the internal

disclosure of the Confidential Information received from the Disclosing Party to those

officers and employees, if any, of the Receiving Party who have a need to know and

an obligation to protect it;

f. not use or utilize the Confidential Information without the express written consent

of Disclosing Party;

g. not use the Confidential Information or any part thereof as a basis for the design

or creation of any method, system, apparatus, or device similar to any method,

system, apparatus, or device embodied in the Confidential Information unless

expressly authorized in writing by Disclosing Party; and

h. utilize the best efforts possible to protect and safeguard the Confidential

Information from loss, theft, destruction, or the like.

IV. RETURN OF CONFIDENTIAL INFORMATION. All information provided by the

Disclosing Party shall remain the property of the Disclosing Party. Receiving Party

agrees to return all Confidential Information to Disclosing Party within 5 days of written

demand by Disclosing Party. When the Receiving Party has finished reviewing the

information provided by the Disclosing Party and has made a decision as to whether or

not to work with the Disclosing Party, Receiving Party shall return all information to the

Disclosing Party without retaining any copies.

V. ENFORCEMENT. The Receiving Party acknowledges and agrees that due to the

unique and sensitive nature of the Confidential Information, any breach of this

Agreement would cause irreparable harm for which damages and or equitable relief

may be sought. The company shall be entitled to all remedies available at law.

VI. NON-ASSIGNABLE. This Agreement shall be non-assignable by the Receiving

Party unless prior written consent of the Disclosing Party is received. If this Agreement

is assigned or otherwise transferred, it shall be binding on all successors and assigns.

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VII. TIME-PERIOD. This Confidential Information that is shared may not be disclosed by

the Receiving Party to any 3

party unless the information has been made public or

written permission has been given by the Disclosing Party.

VIII. GOVERNING LAW. This Agreement and all questions relating to its validity,

interpretation, performance and enforcement (including, without limitation, provisions

concerning limitations of actions) shall be governed by and construed in accordance

with the laws of the State of ___________________, notwithstanding any conflict-of-

laws doctrines of such state or other jurisdiction to the contrary, and without the aid of

any canon, custom or rule of law requiring construction against the draftsman.

IX. NO LICENSE. Neither party does, by virtue of disclosure of the Confidential

Information, grant, either expressly or by implication, estoppel or otherwise, any right or

license to any patent, trade secret, invention, trademark, copyright, or other intellectual

property right.

X. BINDING NATURE. This Agreement shall be binding upon and inure to the benefit of

the parties hereto and their respective heirs, personal representatives, successors, and

assigns.

XI. SEVERABILITY. The provisions of this Agreement are independent of and

separable from each other, and no provision shall be affected or rendered invalid or

unenforceable by virtue of the fact that for any reason any other or others of them may

be invalid or unenforceable in whole or in part.

XII. ENTIRE AGREEMENT. This Agreement sets forth all covenants, promises,

agreements, conditions and understandings between the parties and there are no

covenants, promises, agreements or conditions, either oral or written, between them

other than herein set forth. No subsequent alteration, amendment, change or addition to

this Agreement shall be binding upon either party unless reduced in writing and signed

by them.

Disclosing Party’s Signature _______________________ Date _________________

Print Name _______________________

Receiving Party’s Signature _______________________ Date _________________

Print Name _______________________

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PATENT INVENTION NON-DISCLOSURE AGREEMENT (Non-Disclosure Agreement)

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