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MUTUAL NON-DISCLOSURE AGREEMENT
This Agreement is entered into by and between [person/company] having its principal place of business at [address], and illustrative designs known here now as “ID”, a Colorado sole proprietor having its principal place of business at 427 South Loomis Ave, Fort Collins, Colorado, 80521 (“ID”).
[person/company] is in the business of product development and CAD modeling. ID is in the business of designing custom products. ID and [person/company] intend to disclose to each other certain confidential information about their respective businesses, products and technologies for the purpose of collaborating on the design of consumer and medical products. ID and [person/company] now desire to enter into an agreement to expressly provide for the protection of each other’s confidential information.
In consideration of the disclosure of such information by one party to the other, ID and [person/company] agree as follows:
- Definitions. This Agreement shall apply to all confidential and proprietary information disclosed by one party to the other, regardless of the means of communication, that is either identified by either party as confidential (in writing or orally) or is generally of a confidential or proprietary nature (“Confidential Information”). Confidential Information includes, without limitation, a party’s technologies, business activities and opportunities, strategies, plans, software and product information, information received from customers vendors and other third parties that a party is obligated to treat as confidential, and documented analyses, conclusions, evaluation and summaries of such Confidential Information prepared by the receiving party. The party disclosing Confidential Information to the other is hereafter referred to as the “Disclosing Party.” The party receiving Confidential Information from the other is hereafter referred to as the “Receiving Party.”
- Non-Disclosure and Non-Use. ID and [person/company] agree: (a) To hold each other’s Confidential Information or any information derived therefrom in strict confidence and not distribute, disclose or disseminate it in any way to anyone except to its employees who have a need to know such Confidential Information; (b) The Confidential Information shall be used by the Receiving Party solely for the benefit of the Disclosing Party and for the purposes for which the disclosure was made as described above and no other use at any time; (c) The Receiving Party shall not, and shall not permit any person, including the recipient’s employees, to reverse engineer, reverse compile or attempt to derive the composition or underlying information of any Confidential Information; and (d) Absent a specific written agreement to the contrary, ownership of all Confidential Information of the Disclosing Party shall remain vested in the Disclosing Party and in no event shall the Receiving Party acquire any ownership, license or other rights (express or implied) in the Confidential Information of the Disclosing Party as a result of this Agreement or any disclosure of Confidential Information. The Receiving Party may disclose the Confidential Information to Receiving Party’s responsible employees and agents, but only to the extent necessary to carry out the limited purpose of this disclosure. Additionally, each party represents and agrees that, prior to making such disclosure, all such employees and agents shall be bound by an appropriate written obligation of confidentiality protecting Confidential Information to at least the extent the Receiving Party is bound under this Agreement. The Receiving Party shall use measures to protect the other party’s Confidential Information from misappropriation as the Receiving Party would use with respect to Receiving Party’s own proprietary information, which shall provide not less than a reasonable degree of protection.
- Exceptions. Confidential Information shall not include any information that: (a) is already known to the Receiving Party at the time that it is disclosed to the Receiving Party as evidenced by pre-existing written documentation; (b) becomes publicly known through no wrongful act of the Receiving Party; (c) is rightfully received from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party; (e) is approved for release by express written authorization of the Disclosing Party; or (f) is disclosed by the Receiving Party pursuant to a requirement of a governmental agency or of law, provided that the Disclosing Party is first given the opportunity to apply for appropriate protective measures, if any.
- Notice of Misappropriation. The Receiving Party will promptly inform the Disclosing Party in writing of any misappropriations, unauthorized use, or disclosure of the Disclosing Party’s Confidential Information in violation of this Agreement that may come to the Receiving Party’s attention. In such event, the Receiving Party will cooperate with the Disclosing party in every reasonable way to prevent further unauthorized use or disclosure.
- Return of Materials. Upon the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all documentation and other items representing the Disclosing Party’s Confidential Information and all copies thereof that are in Receiving Party’s possession or control. The Receiving Party will also destroy all evaluations, analyses and other derivative works prepared from the Disclosing Party’s Confidential Information. Upon request, the Receiving Party shall certify to the Disclosing Party that such return and destruction of materials is complete.
- Equitable Relief. Each party acknowledges that the unauthorized disclosure or use of the other party’s Confidential Information could cause irreparable harm and significant injury that may be difficult to ascertain. Accordingly, each party agrees that the Disclosing Party shall have the right to seek an immediate injunction enjoining any breach or threatened breach of this Agreement by the Receiving Party in addition to any other remedies to which it may be entitled, including money damages.
- Attorneys’ Fees. Should any legal proceeding be commenced between the parties hereto to enforce this Agreement, the party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum of attorneys’ fees, to be fixed by the court in the same action.
- Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties hereto. No voluntary assignment of this Agreement shall be made by a party without the prior written consent of the other.
- Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or understandings with respect thereto. This Agreement shall only be modified in writing by a document signed by both parties.
- Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado.
- Counterparts. This Agreement may be executed in counterparts.
- Term. Either party may terminate this Agreement upon actual delivery of written notice to the President or Chief Executive Officer of the other party (which notice refers specifically to this Agreement) and disclosures of Confidential Information after such termination shall not be subject to this Agreement. All obligations created by this Agreement with respect to disclosures made during the term of this Agreement, however, shall survive termination of this Agreement or any other change in or termination of the parties’ business relationship.
- Term of agreement (5) years after no-action between companies.
IN WITNESS WHEREOF, the parties have executed this Agreement as of December 7th, 2016
Illustrative Designs (ID)
Title: ______________________________ Title: Owner