Company CONFIDENTIAL DISCLOSURE AGREEMENT (“Project”) 2.4. Reproduction. The Recipient agrees not to copy or reproduce reproduce or circulate circulate Confidenti Confidential al Informati Information on either either without without prior knowledge knowledge and permission the Discloser, being received in writing;
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 confidenti confidential al informati information on relating relating to the financing and develo developme pment nt of "Proje "Project" ct" based based “locat “location ion”, ”, that 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 enga engagi ging ng in disc discus ussi sion ons s conc concer erni ning ng secu securi ring ng financial financial resources for the development development of "Project" "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 ther there e unde under. r. If any any cove covena nant nt or prov provis isio ion n of this 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 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).
3. Owners Ownership hip of Confid Confident ential ial Inform Informati ation. on. The Recipient agrees that all Confidential Information shall remain remain the proper property ty of the Disclose Discloserr may use such such Conf Confid iden enti tial al Info Inform rmat atio ion n for for any any purp purpos ose e with withou outt obligation obligation to Recipient. Recipient. Nothing contained 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 The dura durati tion on of this this Agre Agreem emen entt shal shalll perpetuate for five (5) years from the date hereof. 6. Surv Surviv ival al of Righ Rights ts and and Obli Obliga gati tion ons. s. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Discloser, its successors, and assign assigns; s; and the Recipi Recipient ent,, its succes successors sors and assigns. 7.
Arbitration
IN WITNESS WHEREOF, the parties have executed this agreement effective as of the day first written above.
the DISCLOSER: Signed: ______________________________________
2. Confidentiality. 2.1. No Use. Use. The Recipien Recipientt agrees agrees not use the Confidential Information in any way, except for the purpose set forth herein. 2.2. 2.2. No Disclosure. 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 secr secrec ecy y of the the Conf Confid iden enti tial al Info Inform rmat atio ion, n, and and to prevent the Confidential Information from falling into the the publ public ic doma domain in or into into the the poss posses essi sion on of unauthorized persons.
Name: _______________________________________ (print) Date: ________________________________________ the RECIPIENT: Signed: ______________________________________ Name: _______________________________________ (print) Date: ________________________________________
