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Non- Disclosure Agreement


THIS AGREEMENT is in effect as of the date you processed your electronic signature on the confidentiality form and when you filled out your personal information as well as the description of your new product idea/invention.

BACKGROUND

          WHEREAS, 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.

          WHEREAS, Receiving Party’s evaluation requires Disclosing Party to submit to Receiving Party information regarding the Invention.

          WHEREAS, the parties acknowledge that such information is confidential a proprietary and should be used by Receiving Party for a purpose of evaluating the purchase of the Invention and the determination of the Invention’s current and future commercial viability.

          NOW THEREFORE, the parties hereto, intending to be legally bound in consideration of the mutual covenants and agreements set forth herein, hereby agrees as follows:

          1. DEFINITIONS

               1.1  “Invention” shall mean all information relating to business programs, products, applications,  

                       systems, components, technologies, and business topics. Further including but not limited to, the

                       commercial and legal viability of the patent and product and current competitive products, etc.


               1.2  “Confidential Information” shall mean all information provided by Disclosing Party within 60 days of

                       signing this agreement, with respect to the Invention regardless of whether it is written, oral, auto 

                       tapes, video tapes, computer discs, machine, 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:

                        (a)  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.
                        (b)  Such information was in the possession of the Receiving Party at the time of disclosure that  

                              maybe demonstrated by business records of Receiving Party and was not acquired, directly or

                               indirectly, from Disclosing Party.
                        (c)  Such information which Receiving Party acquired after the of disclosure from a third party who 

                              not require Receiving Party to hold same in confidence and who did not acquire such technical

                               information from Disclosing Party.
                        (d)  Such information which becomes a matter of public knowledge through no fault of Receiving 

                               Party; or
                        (e)  Such information disclosed without duty of confidentiality to a third party by Disclosing Party,

                               or with the authorization of Disclosing Party; or
                         (f)  Such information that is independently developed by Receiving Party.

               1.3  “Disclosing Party” shall mean the party disclosing information to the other relating to the Invention.

               1.4  “Receiving Party” shall mean the party receiving information from the other relating to the Invention.

               2. 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, form or corporation without 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, and third parties who have a need to know to provide requested services, and

                     who have an obligation to protect it. Receiving Party shall take all steps necessary to insure every

                     employee, agent, or representative of Receiving Party to whom the Confidential Information is 

                     divulged observes the undertaking in this Agreement;
               (f)   Not use for utilize the Confidential Information without express written consent of Disclosing Party;
               (g)  Not use the Confidential Information or any part thereof as a basic 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.

               3. RETURN OF CONFIDENTIAL INFORMATION

                  All information provided by the Disclosing Party shall remain the sole property of the Disclosing Party. 

Receiving Party agrees to return all Confidential Information to Disclosing party within 15 days of written demand by Disclosing Party, including copies thereof. 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.

               4. 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.

               5. GOVERNING LAW

               This Agreement and all questions relating to its validity, interpretations, performances 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 _______________ (State), 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.

               6. 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.

               7. Provisions Separable

               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.

               8. Breach

               If there is an breach or threatened breach of any provision of this Agreement, it is agreed and understood that the Disclosing Party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in the Agreement of any particular remedy shall be construed as
a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.

 
               9. ENTIRE AGREEMENT

               This Agreement sets forth all of the 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 alterations, amendment, change or addition to the Agreement shall be binding upon either party unless reduced in writing and signed by them.

               10. Arbitration

               Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration conducted by the Commercial Division of the American Arbitration Association and in accordance with the rules thereof, conducted in Chicago, Illinois, or in any other convenient forum agreed to in writing by the parties. Any arbitration award shall be final and binding, and judgment upon award rendered pursuant to such arbitration may be entered in any court of proper jurisdiction. Notwithstanding the foregoing, Receiving Party hereby confirms and acknowledges that Receiving Party and Disclosing Party have entered into this Agreement on the understanding that any breach hereof by Receiving Party will cause Disclosing Party Irreparable and continuing injury for which there will be no adequate remedy at law. Receiving Party expressly agrees that, in addition to all other remedies (including monetary damages) that Disclosing Party may be entitled to as matter of law; Disclosing Party shall be entitled to specific performances and any other form of equitable relief (including injunctive relief) to enforce he provisions
of this Agreement.


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