Copyright © 2018 All Rights Reserved.
This Product Development Non-Disclosure Agreement, known as the “Agreement”,
made this ___ day of ______________________, 20___ is by and between
__________________________, the “Releasor”, and __________________________,
the “Recipient”, and collectively “the Parties”.
WHEREAS, Releasor agrees to furnish certain confidential information relating to ideas,
inventions, or products for the purposes of assistance in product development,
patenting, licensing, and any other details about a product or service that is unique in
nature to the Releasor.
I. Confidential Information. This Agreement shall govern the conditions of disclosure
by Releasor to Recipient of certain Confidential Information. "Confidential Information",
as used herein, means all engineering and business information (including prototypes,
drawings, data, trade secrets and intellectual property) which:
i. if tangible, is identified in writing as confidential at the time of its disclosure to
the recipient; or
ii. if intangible, is identified at the time of disclosure to the recipient as confidential
and is later promptly confirmed in writing within one (1) month from the date of
disclosure as being confidential.
The term Confidential Information shall exclude information which:
i. is known or possessed by the Recipient at the time of its disclosure to the
ii. is publicly known at the time of disclosure to the recipient;
iii. is subsequently received by the Recipient from a third party without restriction
on disclosure;
iv. subsequently becomes publicly known without violation of this Agreement;
v. is independently developed by the recipient without access to the Confidential
Information; or
vi. is disclosed by recipient pursuant to a requirement of a law, regulation, or
legal process with regard to the Confidential Information, Recipient hereby
Copyright © 2018 All Rights Reserved.
a. to hold confidential or proprietary information or trade secrets
("confidential information") in trust and confidence and agrees that it shall
be used only for the purpose of business product or idea development for
Releasor and shall not be used for any other purpose, or disclosed to any
third party;
b. to safeguard and exercise reasonable precautions against disclosure of
the Confidential Information to others;
c. to not disclose Confidential Information to any employee, consultant, or
third party unless they agree to execute and be bound by the terms of this
Agreement; and
d. that the secrecy obligations of Recipient with respect to the information
shall continue for a period ending __________________________ from
the date hereof.
II. Governing Laws. The laws of __________________________ shall govern this
Agreement and its validity.
Releasor’s Signature ______________________________ Date ________________
Print Name ______________________________
Recipient’s Signature ______________________________ Date ________________
Print Name ______________________________
click to sign
click to edit
click to sign
click to edit