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THIS CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into on this, ______________ _____, ________.
 
BY AND BETWEEN:

 
of:

,

 
(the "Owner")
 
AND
 
of:

,

 
(the "Recipients")
 
CONFIDENTIALITY AGREEMENT

  1. CONFIDENTIAL INFORMATION:

    Owner proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information.

  2. RECIPIENTS OBLIGATIONS:

    1. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner.


    2. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within ten (10) days thereafter.


  3. TERM:

    The obligations of Recipient herein shall be effective from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.

  4. OTHER INFORMATION:

    Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by Recipient without obligations of confidentiality; or is developed by Recipient without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Owner along with the asserted grounds for disclosure.

  5. NO LICENSE:

    Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.

  6. NO PUBLICITY:

    Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner.

  7. FINAL AGREEMENT:

    This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

  8. NO ASSIGNMENT:

    Recipient may not assign this Agreement or any interest herein without Owner's express prior written consent.

  9. SEVERABILITY
     
    Should any conflicts arise between any party of this Agreement and the applicable legislation of the State of , the State Laws will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with the State Laws. Furthermore, any provisions that are required by State Laws may be subsequently incorporated into this Agreement.
     
    In the event any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement.
     
  10. NOTICES:

    Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. These notices shall be delivered to the addresses in the header of this Agreement.

  11. NO IMPLIED WAIVER:

    Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

  12. GOVERNING LAW
     
    This Agreement shall be governed and construed in accordance with the laws of the State of .

  13.  
  14. HEADINGS AND INTERPRETATION
     
    Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. In interpreting the language of this Agreement, the Landlord and Tenant will be treated as having drafted this Agreement after meaningful negotiations. The language in this Agreement will be construed as to its fair meaning and not strictly for or against either Party.

  15.  
The parties hereby indicate by their signatures below that they have read and agree with the terms and conditions of this Agreement in its entirety.
 
OWNER:
Signature:___________________________ Print Name:___________________________
RECIPIENTS:
Signature:___________________________ Print Name:___________________________

 
Dated: ______________ _____, ________.
 

 

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