This Agreement is made on _____________________ (the “Effective Date”) by and between ________________________________ (the “Disclosing Party”), whose address is _______________________________________________, and ___________________________________ (the “Receiving Party”) whose address is ____________________________________________________. The parties hereby agree as follows:
In its sole discretion, the Disclosing Party may provide to the Receiving Party certain confidential and proprietary information for the limited purpose of allowing the Receiving Party to perform such business services as may be agreed upon, in accordance with the following terms and conditions:
For purposes of this Agreement, “Confidential Information” shall mean the information received by the Receiving Party from the Disclosing Party which is marked as “Confidential” and/or “Proprietary” or which would logically be considered “Confidential” and/or Proprietary” in view of its relationship to the whole disclosure. Information furnished orally, in written for, by electronic means, or by any other means which was identified by the Disclosing Party as confidential and/or proprietary at the time of disclosure, shall be treated by the Receiving Party as Confidential Information.
2. Protection and Purpose
All “Confidential Information” shall be maintained in confidence by the Receiving Party, and shall not be disclosed to any third party and shall be protected with the same degree of care as the Receiving Party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. The Receiving Party shall not use any “Confidential Information” received from the Disclosing Party except for the purposes of fulfilling the terms of any business agreements that may from time to time exist between the parties hereto.
The restrictions herein provided shall not apply with respect to “Confidential Information” which:
A. Is already known by the Receiving Party at the time of receipt; or
B. Is or becomes a part of the public domain without breach of this Agreement by the Receiving Party; or
C. Is legitimately obtained by the Receiving Party without a commitment of confidentiality from a third party; or
D. Is disclosed by the Disclosing Party to a third party without a commitment of confidentiality by the third party; or
E. Is independently developed by the Receiving Party; or
F. Is disclosed pursuant to judicial action or government regulations, provided the Receiving Party notifies the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party in the event the Disclosing Party elects to legally contest and avoid such disclosure.
4. Rights and Licenses
This Agreement and the furnishing of “Confidential Information” as provided herein shall not be construed as establishing, either expressly or by implication, any grant of rights or licenses to the Receiving Party or any relationship between the parties.
All tangible information, including drawings, specifications and other information submitted hereunder by the Disclosing Party to the Receiving Party, shall remain the property of the Disclosing Party. If either party elects not to pursue any further business undertaking, the Receiving Party shall promptly return to the Disclosing Party all tangible information, and all copies thereof, related to “Confidential Information”.
The Receiving Party shall not export any Confidential Information without written permission from the Disclosing Party. If the Receiving Party is given permission to export Confidential information, the Receiving Party shall comply with the U.S. Export Administration Laws and regulations (EAR) and shall not export or re-export any technical data or products received from the Disclosing Party or the direct product of such technical data to any proscribed country listed in the “EAR” unless properly authorized by the U.S. government.
This Agreement is to be construed in accordance with the laws of the State of California in the United States of America and shall automatically terminate five (5) years from the effective date of this Agreement, or upon written notification from the Disclosing Party that this agreement is no longer in effect.
DISCLOSING PARTY NAME
(Authorized Signature and Date)
RECEIVING PARTY NAME
(Authorized Signature and Date)