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Letter for Non Disclosure Agreement With Outside Party


This document has important legal consequences. You should seriously consider having it reviewed by an attorney before signing.


THIS AGREEMENT (the "Agreement") is made between Abc Company, a <State> Corporation ("<Grantor>"), and <Name of Receiver> ("<Receiver>") and entered into on 06 April, 2005.

In consideration of the mutual promises and covenants contained in this Agreement, <Grantor>'s disclosure of confidential information to <Receiver>, and any payments made or to be made by <Grantor> or <Receiver>, the parties hereto agree as follows:

1. Confidential Information and Confidential Materials
(a) "Confidential Information" means nonpublic information that <Grantor> designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. "Confidential Information" includes, without limitation, information relating to released or unreleased <Grantor> products, the marketing or promotion of any <Grantor> product, <Grantor>'s business policies or practices, and information received from others that <Grantor> is obligated to treat as confidential. Confidential Information disclosed to <Name of Receiver> by a <Grantor> Subsidiary and/or guests is covered by this Agreement.
(b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without <Receiver>'s breach of any obligation owed <Grantor>; (ii) became known to <Receiver> prior to <Grantor>'s disclosure of such information to <Receiver>; (iii) became known to <Name of Receiver> from a source other than <Grantor> other than by the breach of any obligation of confidentiality owed to <Grantor>; or (iv) is independently developed by <Receiver>.
(c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.

2. Restrictions
(a) <Receiver> shall not disclose any Confidential Information to third parties for <time period> following the date of its disclosure by <Grantor> to <Receiver>, except to <Receiver>'s consultants as provided below. However, <Receiver> may disclose Confidential Information in accordance with judicial or other governmental order, provided <Receiver> shall give <Grantor> reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
(b) <Receiver> shall take reasonable security precautions to keep confidential the Confidential Information. <Receiver> may disclose Confidential Information or Confidential Material only to <Receiver>'s employees or consultants on a need-to-know basis. <Receiver> will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.
(c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of <Receiver>'s business relationship with <Grantor>, and only as otherwise provided hereunder. <Receiver> agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling.

3. Rights and Remedies
(a) <Receiver> shall notify <Grantor> immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by <Receiver>, and will cooperate with <Grantor> in every reasonable way to help <Grantor> regain possession of the Confidential Information or Confidential Materials and prevent its further unauthorized use.
(b) <Receiver> shall return all originals, copies, reproductions and summaries of Confidential Information or Confidential Materials at <Grantor>'s request, or at <Grantor>'s option, certify destruction of the same.
(c) <Receiver> acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that <Grantor> shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as my be deemed proper by a court of competent jurisdiction.
(d) <Grantor> may visit <Receiver>'s premises, with reasonable prior notice and during normal business hours, to review <Receiver>'s compliance with the terms of the Agreement.

4. Miscellaneous
(a) All Confidential Information and Confidential Materials are and shall remain the property of <Grantor>. By disclosing information to <Receiver>, <Grantor> does not grant any express or implied right to <Receiver> to or under <Grantor> patents, copyrights, trademarks, or trade secret information.
(b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without the user of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with such Confidential Information, provided that such party shall maintain the confidentiality of the Confidential Information as provided herein. The term "residuals" means information in non-tangible form, which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the user of residuals. However, the forgoing shall not be deemed to grant to either party a license under the other party's copyrights or patents.
(f) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of the Agreement shall be deemed to have been waived by any act or acquiescence on the part of <Grantor>, its agents, or employees, but only by an instrument signed by an authorized officer of <Grantor>. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
(g) If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees. The Agreement shall be construed and controlled by the laws of the State of <State>, and both parties further consent to jurisdiction by the state and federal courts sitting in the State of <State>. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized.
(h) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assignees.
(i) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
(j) All obligations created by this Agreement shall survive change or termination of the parties' business relationship.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

For <Name of Receiver>:


_____________________________________ Date: ___________________


Name: _______________________________

Title: _______________________________


For Abc Company:


_____________________________________ Date: ___________________


Name: _______________________________

Title: _______________________________







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