Confidentiality and Non-Disclosure Agreement for Licensing

1800 South Wolf Road • Des Plaines, IL 60018 • Phone: 847-297-0744
Email: • Website:


This Nondisclosure Agreement (this "Agreement"), dated , (the “Effective Date”) is by and between Patents to Retail Partners, LLC with a principal location at 1800 S Wolf Rd., Des Plaines, Il 60018 and (hereinafter “Disclosing Party”), and are referred to in this Agreement collectively as the “Parties” and each as a “Party”.


The Parties hereby agree as follows:


  1. Purpose. The Parties wish to explore a business opportunity and, in connection therewith, each Party may disclose to the other Party certain Confidential Information (as defined below) that the disclosing Party desires the receiving Party to treat as confidential.
  2. "Confidential Information" means any information disclosed after the Effective Date by, or on behalf of, a Party to the other Party, directly, in whatever media or by whatever method (including, without limitation, digitally, in writing, orally or by inspection of tangible objects, including, without limitation, products, documents, schematics, product documentation (except for schematics and documentation provided to end users), prototypes, samples, plant and equipment, computer programs and software), concerning existing or contemplated products or services, processes, techniques, or know-how, information concerning product or service development, pricing and marketing policies, plans, strategies, and procedures, customer and supplier lists, information and relationships, relationships with licensors, developers, designers, joint ventures, and strategic partners (collectively “Developers”) and affiliates, financial, marketing, technical, operating and other business or proprietary information which is designated as "Confidential," "Proprietary" or some similar designation or which would logically be considered confidential or proprietary in view of its relationship to the whole disclosure, and all information, data, notes, summaries, and other materials developed, created, or based on, derived from, containing, or that reflect any Confidential Information of the disclosing Party. The terms of this Agreement and of any agreement between the Parties shall be considered Confidential Information. Confidential Information shall not include any information which: (i) was publicly known at the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already known to the receiving Party at the time of disclosure hereunder as shown by the receiving Party’s files and records in existence immediately prior to the time of disclosure; (iv) is disclosed to the receiving Party by a third party that, to the receiving Party’s knowledge, obtained the information without violation of the disclosing Party’s rights and is disclosed to the receiving Party without restriction or the receiving Party observes all of the restrictions on use and nondisclosure imposed on it by such third party; (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information (as can be demonstrated by legally competent evidence). It shall not be a breach of this Agreement for the receiving Party to disclose the other Party’s Confidential Information pursuant to a court order or other legal process properly issued, so long as such receiving Party, if lawful, gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance, at the disclosing party’s cost and expense, in obtaining an order protecting the information from public disclosure. Notwithstanding the foregoing, if access to or delivery of any Confidential Information is requested of the receiving Party by a regulatory, self-regulatory or supervisory authority having appropriate jurisdiction over the receiving Party, the receiving Party shall give to the disclosing Party, to the extent practicable and if lawfully permitted to do so, prompt written notice of such request, but may otherwise comply with such request. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees, costs and expenses from the other Party.
  1. Non-use and Non-Disclosure. Each Party agrees not to use any Confidential Information of the other Party for its benefit or the benefit of any third party or for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties. Each Party agrees not to disclose any Confidential Information of the other Party to anyone, except to (A) those officers, directors, agents, affiliates, representatives and employees of the receiving Party (“Representatives”) and (B) its financial and legal advisors who, in the case of both (A) and (B), are required to have the information in order to evaluate or engage in discussions concerning the contemplated business Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects provided hereunder which embody the other Party’s Confidential Information. Each Party warrants that it has the right to disclose all Confidential Information it discloses to the other Party. Each Party agrees that neither it nor any of its affiliates shall, directly or indirectly, use any of the other Party’s Confidential Information in any manner to circumvent or attempt to circumvent the other Party’s relationships with any of its Developers.
  2. Maintenance of Confidentiality. Each Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the other Party’s Confidential Information. Without limiting the foregoing, each Party (i) shall take at least those measures that it takes to protect its own confidential information of like importance and (ii) shall ensure that its Representatives, prior to any disclosure of Confidential Information to them, will comply with non-use and non­disclosure obligations similar to the provisions hereof. Neither Party shall make copies of the Confidential Information of the other Party unless the same are previously approved in writing by the other Party. Each Party shall reproduce the other Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
  1. No Obligation: No Warranty. Nothing herein shall obligate either Party to proceed with any transaction between the Parties, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity. All Confidential Information is provided "AS IS". Neither Party makes any warranty, express, implied or otherwise, regarding the Confidential Information.
  2. Return of Materials. All documents and other tangible objects containing or representing Confidential Information that were furnished or made available by or on behalf of one Party and all copies (tangible or intangible) thereof which are in the possession or control of the other Party, shall remain the property of the disclosing Party and shall be promptly returned to the disclosing Party upon written request, and all digital, optical or other intangible copies or manifestations of one Party’s Confidential Information and all documents or media containing disclosing Party’s Confidential Information prepared by or for the receiving Party, shall upon the request of the disclosing Party be destroyed The destruction of Confidential Information as contemplated herein does not include any metadata that may remain on the receiving Party’s computer equipment after deletion of applicable files, records, and data formats. Upon written request, a Party will certify that it has complied with this Section. Notwithstanding the foregoing, the receiving Party may retain such copies for the purposes of defending any existing claim related to this Agreement or as the receiving Party is required to retain pursuant to law, regulation, its record retention policies, or created pursuant to automatic electronic back-up procedures, and such copies shall be subject to this Agreement’s terms of confidentiality.
  3. No License. Nothing in this Agreement grants any rights to either Party under any trade secret or other intellectual property right of the other Party, nor shall this Agreement grant either Party any rights in or to the Confidential Information of the other Party.
  4. This Agreement shall commence on the Effective Date and shall remain in effect for the same term as that certain Service Agreement Terms and Conditions by and between the parties; provided that the obligations of this Agreement with respect to any Confidential Information disclosed hereunder will continue for two (2) years following disclosure of that Confidential Information, and provided, further, however, for any Confidential Information which is a trade secret, the obligations of non-disclosure and non-use shall not expire until such information no longer has the characteristic of being a trade secret through no breach of this Agreement.
  5. Acknowledging that any violation or threatened violation of this Agreement may cause irreparable damages and injury to the disclosing Party for which other remedies may be inadequate, each Party agrees that the other Party shall have the right and be entitled to petition for injunctive or other equitable relief (without the posting of any bond or other security) from a court of competent jurisdiction as may be necessary and appropriate to prevent any unauthorized use or disclosure by the receiving Party of any Confidential Information and that in connection therewith the receiving Party shall not oppose such injunction on the grounds that an adequate remedy is available at law. Such equitable remedies shall be in addition to all legal remedies. If any Confidential Information of one Party is disclosed or improperly used by or through the other Party (including, by any shareholder, member, partner, director, officer, employee, agent or representative, or Developer of the other Party) such other Party shall fully cooperate with and use reasonably commercial efforts to assist the Party in recovering its Confidential Information and preventing any further disclosure or use of such Confidential Information all without prejudice to any other rights or remedies of the Party whose Confidential Information was disclosed or improperly used.
  1. Miscellaneous. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. Neither Party may assign this Agreement or delegate any of the rights and obligations hereunder without the written consent of the other Party. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement shall be governed by the laws (both substantive and procedural) of the State of Illinois, without reference to conflict of laws principles. Except for injunctive or other equitable relief, each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement and the transactions it contemplates. This waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. This document contains the entire agreement between the Parties and supersedes all prior agreements both written and oral, with respect to the subject matter hereof, and neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth in this Agreement. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity or enforceability of this Agreement or of any other provision of this Agreement, and, in such event, the Parties will agree upon a substitute provision which provides the Parties as near a result to the original provision as is practicable while also being valid and enforceable. Each Party agrees to comply with all relevant export laws and regulations of the United States. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties. Except as otherwise expressly provided in this Agreement, no other party which is not a Party to this Agreement will have any right, obligation, or benefit pursuant to this Agreement. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto. Headings are for convenience only and not part of the Agreement between the Parties.


    IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

    1. Signatories to this Non-Disclosure Agreement:


Disclosing Party-Inventor                                                                     Receiving Party-Patents to Retail

                                                                                                                       Andy L Berger-President




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Document name: Confidentiality and Non-Disclosure Agreement for Licensing
lock iconUnique Document ID: 51517d3f7f7c7b3695f761eb48c1dab9cee2eebf
Timestamp Audit
July 28, 2021 11:48 am CDTConfidentiality and Non-Disclosure Agreement for Licensing Uploaded by Andy Berger - IP