Company
CONFIDENTIAL DISCLOSURE AGREEMENT (“Project”)
THIS Agreement ("Agreement") is entered into this:
______ day of __________________, by and between,
Company (hereinafter "the Discloser" and
____________________________________ located at
____________________________________________
______________________(hereinafter "the Recipient");
WHEREAS the Discloser possesses certain ideas and
confidential information relating to the financing and
development of "Project" based “location”, that is
confidential and proprietary to the Discloser (hereinafter
"Confidential Information"); and
WHEREAS the Recipient is willing to receive disclosure
of the Confidential Information with prospective funds
pursuant to the terms of this Agreement for the purpose
of engaging in discussions concerning securing
financial resources for the development of "Project"
based “location”;
This Agreement will be governed in accordance with
the laws in “location” and the Courts of that “location”
shall have exclusive jurisdiction over any dispute arising
there under. If any covenant or provision of this
Agreement is determined to be void or unenforceable in
whole or in part, it shall be deemed not to impair or
effect the validity of any other covenant or provision
hereof;
1. Disclosure. The Discloser agrees to disclose, and
the Receiver agrees to receive the Confidential
Information. “Confidential Information” means any and
all information, whether commercial or technical,
relating to the business or released by the Discloser,
including but not limited to, know-how, data, processes,
designs, photographs, drawings, presentations,
financial data and information, terms-sheets,
engagement letters, private placement documents,
specifications, software programs, and files and
samples in any format (i.e. paper and/or electronic).
2. Confidentiality.
2.1. No Use. The Recipient agrees not use the
Confidential Information in any way, except for the
purpose set forth herein.
2.2. No Disclosure. The Recipient will not copy nor
use the information other than to pursue funding for
the discloser, without the prior written consent of the
discloser.
2.3. Protection of Secrecy. The Recipient agrees to
take all steps reasonably necessary to protect the
secrecy of the Confidential Information, and to
prevent the Confidential Information from falling into
the public domain or into the possession of
unauthorized persons.
2.4. Reproduction. The Recipient agrees not to copy
or reproduce or circulate Confidential Information
either without prior knowledge and permission the
Discloser, being received in writing;
3. Ownership of Confidential Information. The
Recipient agrees that all Confidential Information shall
remain the property of the Discloser may use such
Confidential Information for any purpose without
obligation to Recipient. Nothing contained herein shall
be construed as granting or implying any transfer of
rights to the Recipient in the Confidential Information, or
other intellectual property protecting or relating to the
Confidential Information.
4. Reproductions. This Agreement may be signed in
as many facsimile counterparts as may be necessary,
each of which so signed shall be deemed to be any
original, and such counterparts together shall constitute
one and the same instrument and not with standing the
date of execution shall be deemed to bear the date as
indicated below.
5. Term. The duration of this Agreement shall
perpetuate for five (5) years from the date hereof.
6. Survival of Rights and Obligations. This
Agreement shall be binding upon, inure to the benefit of
and be enforceable by the Discloser, its successors,
and assigns; and the Recipient, its successors and
assigns.
7. Arbitration
IN WITNESS WHEREOF, the parties have executed
this agreement effective as of the day first written
above.
the DISCLOSER:
Signed:
______________________________________
Name:
_______________________________________ (print)
Date:
________________________________________
the RECIPIENT:
Signed:
______________________________________
Name:
_______________________________________ (print)
Date:
________________________________________