RECIPROCAL NON-DISCLOSURE AGREEMENT
This Reciprocal Non-Disclosure Agreement
(hereinafter referred to as the "Agreement") made and effective
this ___ day of ____________, 199_ by and between --------------------------------------
(hereinafter referred to as the "First Party"), and ____________________(hereinafter
referred to as the "Second Party").
In furtherance of a possible business relationship,
First Party and Second Party desire to arrange for each to receive certain
confidential and proprietary information of the other party.
NOW, THEREFORE, the parties
hereto agree as follows:
For the purposes of this Agreement, "Confidential Information"
shall mean information or material that is confidential and proprietary
to the disclosing party ("Owner"). Confidential Information
includes, but is not limited to, the following types of information and
other information of a similar nature: software (in various stages of
development), designs, drawings, specifications, models, source code,
object code, documentation, diagrams, flow charts, marketing and development
plans, business plans, financial information, customer lists, and other
similar information that is proprietary to and confidential information
of the Owner. Confidential Information that is disclosed orally must be
identified as such in writing within five (5) days of disclosure.
All Confidential Information disclosed by Owner shall remain the property
of Owner. Nothing herein shall require the disclosure of any Confidential
3. Use of Information.
A. A receiving party ("Recipient")
shall use the Confidential Information only for the purposes of evaluating
Owner's products, services and any proposed business transaction. Following
disclosure, Recipient shall keep confidential and not disclose the Confidential
Information to any other person, firm, or corporation [Non-Disclosure
Period]. A Recipient shall be under no obligation if any Confidential
Information: (i) is or becomes part of the public domain other than
by breach of this Agreement by Recipient; (ii) is developed by Recipient
independent of any Confidential Information; or (iii) is rightly received
by Recipient from a third party.
B. First Party and Second Party each agree
to restrict circulation of Confidential Information in their respective
organizations to those employees who need to receive Confidential Information
in order to carry out the above-stated purposes and to give such employees
instructions to hold in confidence all Confidential Information made
available to them and to use the Confidential Information only for authorized
4. Return of Information.
All Confidential Information and copies thereof shall be returned to the
Owner at Owner's request. At the Owner's option, Confidential Information,
including all copies, may instead be destroyed by Recipient, provided
Recipient certifies such destruction to Owner within five (5) days.
5. No Exclusivity
Nothing in the Agreement shall be construed to prohibit either party from
dealing with any other person, firm, or other entity regarding the distribution,
purchase or use of any product or service or for any other reason.
6. No Publicity.
Each party agrees that it will not, without the prior written consent
of the other, issue any press release or announcement or otherwise disclose
the existence or nature of this Agreement and/or proposed business arrangement.
7. No Assignment.
This Agreement may not be assigned by either party without the prior written
consent of the other party.
If any provision of this Agreement shall be held invalid in a court of
law, the remaining provisions shall be construed as if the invalid provision
were not included in this Agreement.
9. No License.
Nothing herein shall be construed as a grant by an Owner of any license,
directly or by implication, estoppel or otherwise, in any Confidential
10. Governing Law.
This Agreement shall be construed according to and governed by the laws
of the State of [State of Governing Law].
Any notice required by this Agreement or given in connection with it,
shall be in writing and shall be given to the appropriate party by personal
delivery or by certified mail, postage prepaid, or recognized overnight
If to First Party:
If to Second Party:
12. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a
further writing that is duly executed by both parties.
Headings used in this Agreement are provided for convenience only and
shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the day
and year first above written.