Millions from the Mind

Sample Mutual Secrecy Agreement or Non-Disclosure Agreement

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The parties hereto are:

[YOUR COMPANY OR INDIVIDUAL NAME]

[STREET ADDRESS]

[CITY, STATE, ZIP]

And

[THEIR COMPANY OR INDIVIDUAL NAME]

[STREET ADDRESS]

[CITY, STATE, ZIP]

Both parties have agreed to make available to each other certain confidential, technical and marketing information and product samples relating to the [name of your invention or technology] and [name of their product or technology], so that the parties may discuss and/or pursue mutual development of new or improved products.

Both parties agree that with respect to any confidential information disclosed by one party to the other, providing that said information is disclosed in writing marked "Confidential" (or confirmed in writing marked "Confidential" within thirty (30) days of oral disclosure), the receiving party:

(a) Shall use said confidential information only for the purpose of determining their interest and/or capabilities as aforesaid.

(b) Shall disclose the confidential information only to those employees or consultants (who are personally committed to maintain information in confidence) necessary for it to make said evaluation, and shall in no instance disclose the same to any other party for any purpose without the written consent of the party providing the information.

(c) Recognizes the trade secret nature of the information.

(d) Shall have no obligation of confidentiality with respect to information that:

i. is in the public domain by use and/or publication at the time of its receipt or enters the public domain thereafter through no fault of receiving party; or

ii. was already in its possession prior to receipt as shown by written documentation to be delivered to the disclosing party within thirty (30) days; or

iii. was properly obtained from a third party not under a confidentiality obligation to the disclosing party; or

iv. was previously developed, independently, by the receiving party, as shown by written documentation to be delivered to the disclosing party within thirty (30) days.

Unless the parties shall otherwise agree in writing, the parties shall return all confidential information provided by one to the other within one (1) year from the date the confidential information was received.

This Secrecy Agreement does not constitute a commitment nor an obligation on the part of either party to enter into any other binding contractual Agreement.

The obligations of confidentiality under this Agreement shall be limited to a period five (5) years from delivery of Information.

This Agreement contains the entire understanding of the parties hereto with respect to the matters herein contained, and supersedes all previous agreements and undertakings with respect thereto.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized officers.

[YOUR COMPANY OR INDIVIDUAL] [OTHER COMPANY OR INDIVIDUAL]

BY: ________________________________ BY: __________________________________

TITLE: _____________________________ TITLE: ________________________________

DATE: ______________________________ DATE: _________________________________

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