Millions from the Mind

Sample Letter of Agreement or Non-Disclosure Agreement

The text below can be selected and copied into any program which will let you edit and format it. Select LetterOfAgmtNDA.htm for text that is pre-formatted.

[Date]

[Name of Individual]

[Name of Company]

[Street Address]

[City] [State] [Zip Code]

[Country]

Dear :

We are in possession of information relating to our [name of product or technology or invention] (hereinafter referred to as "the subject matter") which we consider confidential. We understand that you are willing to accept such information from us for purposes of evaluation and determination of your possible interest therein. You agree to receive such information from us during the term of this Agreement on the following basis:

1. Under this Agreement, you will hold in confidence any and all technical information on the subject matter disclosed to you by us, in writing and marked "Confidential" except:

a. information which at the time of disclosure is in the public domain;

b. information which, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by you;

c. information which you can establish by competent proof was in your possession at the time of disclosure by us and was not acquired, directly or indirectly, from us; and,

d. information which you receive from a third party; provided, however, that such information was not obtained by said third party, directly or indirectly, from us.

2. You agree that you will not use the technical information relating to the subject matter, which you are required hereunder to keep confidential, for any purpose other than the aforesaid evaluation and determination of interest, without first entering into an agreement with us covering the use thereof.

3. Your obligation under this Agreement shall expire on the fifth anniversary of the date thereof. We agree that, after said fifth anniversary, we will make no claim against you or any of your subsidiaries with respect to this Agreement, except for patent infringement.

If you agree to the foregoing, kindly indicate your acceptance thereof and assent thereto by signing and dating the duplicate copy of this letter at the space provided for below, returning such signed copy to us. We will then proceed to disclose to you our information relating to the subject matter.

Very truly yours,

[TYPED NAME OF COMPANY OR INDIVIDUAL]

By: _________________________________________

ACCEPTED AND AGREED TO:

Company: ___________________________________________________________________

By: ____________________________________________ Title:_________________________________________

Date: _________________________________________

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