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Forms of Non-Disclosure Agreement
by Michelle » Tue Feb 20, 2007 7:10 pm
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Michelle - Black Belt
- Posts: 1529
- Joined: Wed Oct 11, 2006 7:27 am
Roger Brown, one of the seasoned inventors in our community was generous enough to provide a form of Non-Disclosure Agreement that can serve as a reference for inventors.
This is just a form and may not be suitable to use in your circumstances. As always, it is highly advisable for you to consult with an attorney actively practicing in the field before disclosing the details of your invention or using a form of document providing as a reference off of an internet site.
Different circumstances and different inventions require different types of agreements. Also, laws change and a form that may have worked may need to be changed to work currently.
Also, an agreement does not by itself provide you with legal protection. All you have with a signed agreement is the right under law to sue them for breach of the agreement.
Over time, we will try to collect a whole series of forms that help give inventors a sense of the types and variety of forms that can be used.
Here's one form of Non-Disclosure Agreement
THIS TEMPLATE IS TO BE USED AS REFERENCE ONLY AND SHOULD NOT BE USED WITHOUT FIRST CONSULTING AN ATTORNEY. USE OF THIS TEMPLATE IN NO WAY CONSTITUTES REPRESENTATION OF THE USER BY OR ANY RELATIONSHIP WITH AMERICANINVENTORSPOT.COM.
This template is provided as a convenience to the reader. The user of this template agrees that neither Aha Café LLC, its agents, employees, directors, or officers are attorneys, that this template may not address all of the legal rights and protection the user may have in various jurisdictions in the event this form is used in conjunction with the disclosure of certain confidential information. Further, the user realizes that this form may not specifically cover the industries or products which will be the subject of the intended disclosure. By use of this template for any particular use, the user hereby indemnifies and holds harmless Aha Café LLC and its agents, associates, directors, officers and employees of any and all liability for direct or consequential damages which arise out of the use of this form. The user should consult with competent legal counsel in all matters of law.
© 2006 Aha Café LLC, All Rights Reserved, No reproduction, redistribution or commercial use of all or any part of this form is permitted without prior written permission of Aha Café LLC, other than for us by an inventor for discussions with potential partners.
MUTUAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is effective as of _________________, 200__, and covers any and all information discussed from this date forward by and between the parties listed below. WHEREAS, each party listed below wishes to disclose to the other party listed below certain information relation to their individual product designs, business plans and/or marketing strategies, all of which information deems to be confidential and proprietary. This and future discussions/meetings is for the mutual exchange of information and ideas to each individuals benefit.
WHEREAS, the parties are willing to exchange such information for the mutual purpose of exploring business opportunities for same parties listed below.
NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants and promises herein contained, the parties hereto as follows:
1. Confidential Information, as used herein, shall mean oral, written or documentary information which (i) relates to the above identified subject matter, (ii) is received by one party from the other party, and (iii) is designated or otherwise identified as Confidential Information is to be considered confidential and proprietary.
2. The parties agree that for a period of five years from the date of this Agreement, the recipient of Confidential Information shall prevent the disclosure of such information to any person, firm or corporation.
3. All written information and documents delivered by one party to the other shall remain the property of the delivering party, and all such written information and documents, and any copies thereof, shall be promptly returned to the delivering party upon request, or be destroyed at the delivering party’s option.
4. For any violations of the provisions of this Agreement, a restraining order and/or injunction may issue against the violating party in addition to any other legal rights and remedies the other party may have.
5. This Agreement shall be governed by the laws of the state of ____________________. If any provision of this agreement is declared void, or otherwise unenforceable, such provision shall be deemed to be severed from this Agreement, which shall otherwise remain in full force and effect.
6. Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise, express, implied or otherwise for any Confidential Information.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date first written above.
1). Name: _____________________ Address_______________________________
City/State____________________ Phone____________________________
2). Name: _____________________ Address_______________________________
City/State____________________ Phone____________________________
3). Name: _____________________ Address_______________________________
City/State____________________ Phone____________________________
4). Name: _____________________ Address_______________________________
City/State____________________ Phone____________________________
This is just a form and may not be suitable to use in your circumstances. As always, it is highly advisable for you to consult with an attorney actively practicing in the field before disclosing the details of your invention or using a form of document providing as a reference off of an internet site.
Different circumstances and different inventions require different types of agreements. Also, laws change and a form that may have worked may need to be changed to work currently.
Also, an agreement does not by itself provide you with legal protection. All you have with a signed agreement is the right under law to sue them for breach of the agreement.
Over time, we will try to collect a whole series of forms that help give inventors a sense of the types and variety of forms that can be used.
Here's one form of Non-Disclosure Agreement
THIS TEMPLATE IS TO BE USED AS REFERENCE ONLY AND SHOULD NOT BE USED WITHOUT FIRST CONSULTING AN ATTORNEY. USE OF THIS TEMPLATE IN NO WAY CONSTITUTES REPRESENTATION OF THE USER BY OR ANY RELATIONSHIP WITH AMERICANINVENTORSPOT.COM.
This template is provided as a convenience to the reader. The user of this template agrees that neither Aha Café LLC, its agents, employees, directors, or officers are attorneys, that this template may not address all of the legal rights and protection the user may have in various jurisdictions in the event this form is used in conjunction with the disclosure of certain confidential information. Further, the user realizes that this form may not specifically cover the industries or products which will be the subject of the intended disclosure. By use of this template for any particular use, the user hereby indemnifies and holds harmless Aha Café LLC and its agents, associates, directors, officers and employees of any and all liability for direct or consequential damages which arise out of the use of this form. The user should consult with competent legal counsel in all matters of law.
© 2006 Aha Café LLC, All Rights Reserved, No reproduction, redistribution or commercial use of all or any part of this form is permitted without prior written permission of Aha Café LLC, other than for us by an inventor for discussions with potential partners.
MUTUAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is effective as of _________________, 200__, and covers any and all information discussed from this date forward by and between the parties listed below. WHEREAS, each party listed below wishes to disclose to the other party listed below certain information relation to their individual product designs, business plans and/or marketing strategies, all of which information deems to be confidential and proprietary. This and future discussions/meetings is for the mutual exchange of information and ideas to each individuals benefit.
WHEREAS, the parties are willing to exchange such information for the mutual purpose of exploring business opportunities for same parties listed below.
NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants and promises herein contained, the parties hereto as follows:
1. Confidential Information, as used herein, shall mean oral, written or documentary information which (i) relates to the above identified subject matter, (ii) is received by one party from the other party, and (iii) is designated or otherwise identified as Confidential Information is to be considered confidential and proprietary.
2. The parties agree that for a period of five years from the date of this Agreement, the recipient of Confidential Information shall prevent the disclosure of such information to any person, firm or corporation.
3. All written information and documents delivered by one party to the other shall remain the property of the delivering party, and all such written information and documents, and any copies thereof, shall be promptly returned to the delivering party upon request, or be destroyed at the delivering party’s option.
4. For any violations of the provisions of this Agreement, a restraining order and/or injunction may issue against the violating party in addition to any other legal rights and remedies the other party may have.
5. This Agreement shall be governed by the laws of the state of ____________________. If any provision of this agreement is declared void, or otherwise unenforceable, such provision shall be deemed to be severed from this Agreement, which shall otherwise remain in full force and effect.
6. Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise, express, implied or otherwise for any Confidential Information.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date first written above.
1). Name: _____________________ Address_______________________________
City/State____________________ Phone____________________________
2). Name: _____________________ Address_______________________________
City/State____________________ Phone____________________________
3). Name: _____________________ Address_______________________________
City/State____________________ Phone____________________________
4). Name: _____________________ Address_______________________________
City/State____________________ Phone____________________________
Last edited by Michelle on Tue Feb 20, 2007 7:15 pm, edited 1 time in total.
by Michelle » Tue Feb 20, 2007 7:14 pm
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Michelle - Black Belt
- Posts: 1529
- Joined: Wed Oct 11, 2006 7:27 am
Here's another from this discussion in our forums
viewtopic.php?t=74&start=0
Here's a form of Non - Disclosure Agreement we were working on to help inventors create sample files. It's be great to get comments on it and then, once its really good, we can post it for everyone to use as a starting point.
THIS TEMPLATE IS TO BE USED AS REFERENCE ONLY AND SHOULD NOT BE USED WITHOUT FIRST CONSULTING AN ATTORNEY. USE OF THIS TEMPLATE IN NO WAY CONSTITUTES REPRESENTATION OF THE USER BY OR ANY RELATIONSHIP WITH AMERICANINVENTORSPOT.COM.
This template is provided as a convenience to the reader. The user of this template agrees that neither Aha Café LLC, its agents, employees, directors, or officers are attorneys, that this template may not address all of the legal rights and protection the user may have in various jurisdictions in the event this form is used in conjunction with the disclosure of certain confidential information. Further, the user realizes that this form may not specifically cover the industries or products which will be the subject of the intended disclosure. By use of this template for any particular use, the user hereby indemnifies and holds harmless Aha Café LLC and its agents, associates, directors, officers and employees of any and all liability for direct or consequential damages which arise out of the use of this form. The user should consult with competent legal counsel in all matters of law.
© 2006 Aha Café LLC, All Rights Reserved, No reproduction, redistribution or commercial use of all or any part of this form is permitted without prior written permission of Aha Café LLC, other than for us by an inventor for discussions with potential partners.
NON-DISCLOSURE AGREEMENT
This Agreement, dated _________________, is between __________________ ("Inventor), and _________________ ,a corporation having a place of business at __________________________("Company").
1. Inventor may disclose “Confidential Information,â€
viewtopic.php?t=74&start=0
Here's a form of Non - Disclosure Agreement we were working on to help inventors create sample files. It's be great to get comments on it and then, once its really good, we can post it for everyone to use as a starting point.
THIS TEMPLATE IS TO BE USED AS REFERENCE ONLY AND SHOULD NOT BE USED WITHOUT FIRST CONSULTING AN ATTORNEY. USE OF THIS TEMPLATE IN NO WAY CONSTITUTES REPRESENTATION OF THE USER BY OR ANY RELATIONSHIP WITH AMERICANINVENTORSPOT.COM.
This template is provided as a convenience to the reader. The user of this template agrees that neither Aha Café LLC, its agents, employees, directors, or officers are attorneys, that this template may not address all of the legal rights and protection the user may have in various jurisdictions in the event this form is used in conjunction with the disclosure of certain confidential information. Further, the user realizes that this form may not specifically cover the industries or products which will be the subject of the intended disclosure. By use of this template for any particular use, the user hereby indemnifies and holds harmless Aha Café LLC and its agents, associates, directors, officers and employees of any and all liability for direct or consequential damages which arise out of the use of this form. The user should consult with competent legal counsel in all matters of law.
© 2006 Aha Café LLC, All Rights Reserved, No reproduction, redistribution or commercial use of all or any part of this form is permitted without prior written permission of Aha Café LLC, other than for us by an inventor for discussions with potential partners.
NON-DISCLOSURE AGREEMENT
This Agreement, dated _________________, is between __________________ ("Inventor), and _________________ ,a corporation having a place of business at __________________________("Company").
1. Inventor may disclose “Confidential Information,â€
by Michelle » Tue Mar 06, 2007 10:46 pm
-
Michelle - Black Belt
- Posts: 1529
- Joined: Wed Oct 11, 2006 7:27 am
Here's another form of Confidentiality Agreement, posted by RoadShow for everyone's benefit on this thread. Thanks Road Show!
viewtopic.php?t=173
THIS TEMPLATE IS TO BE USED AS REFERENCE ONLY AND SHOULD NOT BE USED WITHOUT FIRST CONSULTING AN ATTORNEY. USE OF THIS TEMPLATE IN NO WAY CONSTITUTES REPRESENTATION OF THE USER BY OR ANY RELATIONSHIP WITH AMERICANINVENTORSPOT.COM.
This template is provided as a convenience to the reader. The user of this template agrees that neither Aha Café LLC, its agents, employees, directors, or officers are attorneys, that this template may not address all of the legal rights and protection the user may have in various jurisdictions in the event this form is used in conjunction with the disclosure of certain confidential information. Further, the user realizes that this form may not specifically cover the industries or products which will be the subject of the intended disclosure. By use of this template for any particular use, the user hereby indemnifies and holds harmless Aha Café LLC and its agents, associates, directors, officers and employees of any and all liability for direct or consequential damages which arise out of the use of this form. The user should consult with competent legal counsel in all matters of law.
Confidential Disclosure Agreement
This Agreement is entered into this eleventh day of January, 2007 by and between ______________________ with offices at ________________________________________________________ (hereinafter "Recipient") and _______________________________, with offices at ________________________________________ (hereinafter "Discloser").
WHEREAS Discloser possesses certain ideas and information relating to the invention of a promotional container closure, that is confidential and proprietary to Discloser (hereinafter "Confidential Information"); and
WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose of assisting Discloser with the development of a prototype of said promotional container closure;
NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the parties agree as follows:
1. Disclosure. Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information.
2. Confidentiality.
2.1 No Use. Recipient agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above.
2.2 No Disclosure. Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient's employees having a need for disclosure in connection with Recipient's authorized use of the Confidential Information.
2.3 Protection of Secrecy. 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.
3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information:
(a) was known to Recipient prior to receiving any of the Confidential Information from Discloser;
(b) has become publicly known through no wrongful act of Recipient;
(c) was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;
(d) was independently developed by Recipient without use of the Confidential Information; or
(e) was ordered to be publicly released by the requirement of a government agency.
4. Ownership of Confidential Information. Recipient agrees that all Confidential Information shall remain the property of Discloser, and that 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 Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.
5. Term and Termination. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential.
6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Discloser, its successors, and assigns; and (b) Recipient, its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written above.
DISCLOSER
Signed: ______________________________
Print Name: ___________________________
Title: ________________________________
Date: ________________________________
RECIPIENT
Signed: ______________________________
Print Name: ___________________________
Title: ________________________________
Date: ________________________________
viewtopic.php?t=173
THIS TEMPLATE IS TO BE USED AS REFERENCE ONLY AND SHOULD NOT BE USED WITHOUT FIRST CONSULTING AN ATTORNEY. USE OF THIS TEMPLATE IN NO WAY CONSTITUTES REPRESENTATION OF THE USER BY OR ANY RELATIONSHIP WITH AMERICANINVENTORSPOT.COM.
This template is provided as a convenience to the reader. The user of this template agrees that neither Aha Café LLC, its agents, employees, directors, or officers are attorneys, that this template may not address all of the legal rights and protection the user may have in various jurisdictions in the event this form is used in conjunction with the disclosure of certain confidential information. Further, the user realizes that this form may not specifically cover the industries or products which will be the subject of the intended disclosure. By use of this template for any particular use, the user hereby indemnifies and holds harmless Aha Café LLC and its agents, associates, directors, officers and employees of any and all liability for direct or consequential damages which arise out of the use of this form. The user should consult with competent legal counsel in all matters of law.
Confidential Disclosure Agreement
This Agreement is entered into this eleventh day of January, 2007 by and between ______________________ with offices at ________________________________________________________ (hereinafter "Recipient") and _______________________________, with offices at ________________________________________ (hereinafter "Discloser").
WHEREAS Discloser possesses certain ideas and information relating to the invention of a promotional container closure, that is confidential and proprietary to Discloser (hereinafter "Confidential Information"); and
WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose of assisting Discloser with the development of a prototype of said promotional container closure;
NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the parties agree as follows:
1. Disclosure. Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information.
2. Confidentiality.
2.1 No Use. Recipient agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above.
2.2 No Disclosure. Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient's employees having a need for disclosure in connection with Recipient's authorized use of the Confidential Information.
2.3 Protection of Secrecy. 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.
3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information:
(a) was known to Recipient prior to receiving any of the Confidential Information from Discloser;
(b) has become publicly known through no wrongful act of Recipient;
(c) was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;
(d) was independently developed by Recipient without use of the Confidential Information; or
(e) was ordered to be publicly released by the requirement of a government agency.
4. Ownership of Confidential Information. Recipient agrees that all Confidential Information shall remain the property of Discloser, and that 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 Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.
5. Term and Termination. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential.
6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Discloser, its successors, and assigns; and (b) Recipient, its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written above.
DISCLOSER
Signed: ______________________________
Print Name: ___________________________
Title: ________________________________
Date: ________________________________
RECIPIENT
Signed: ______________________________
Print Name: ___________________________
Title: ________________________________
Date: ________________________________
by Michelle » Mon Apr 16, 2007 7:07 am
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Michelle - Black Belt
- Posts: 1529
- Joined: Wed Oct 11, 2006 7:27 am
I am always looking for legal forms to help me with documents I need for small stuff or to help me check up on and evaluate whether the stuff sent to me by the lawyers has everything I need.
I was doing a search and I found a resource that I think could be helpful to other small business folks.
FindLegalForms.com
It may be a useful service. They have tons of non-disclosure forms, employment agreements, incorporation forms, etc.
I have not reviewed all of them but I did like the one I saw so I signed up for their affiliate program (which means we get a small fee if someone buys a form using a link form our site.
If anyone has any experiences with them or another on-line legal forms service, please share that info.
These form services NEVER will replace a good attorney. I would never recommend using one of these over an attorney for most matters. However, if you really need to save money and can't afford a lawyer to help protect you, these legal forms are better than nothing.
I was doing a search and I found a resource that I think could be helpful to other small business folks.
FindLegalForms.com
It may be a useful service. They have tons of non-disclosure forms, employment agreements, incorporation forms, etc.
I have not reviewed all of them but I did like the one I saw so I signed up for their affiliate program (which means we get a small fee if someone buys a form using a link form our site.
If anyone has any experiences with them or another on-line legal forms service, please share that info.
These form services NEVER will replace a good attorney. I would never recommend using one of these over an attorney for most matters. However, if you really need to save money and can't afford a lawyer to help protect you, these legal forms are better than nothing.
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