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This is an agreement between a consultant and a client whereby both parties agree to keep confidential certain proprietary information they learn during the course of their interaction. Confidential information includes, but is not limited to, patents, trade secrets, business plans, designs, copyrighted work, ideas, discoveries, and models. In addition, the agreement disclaims the confidentiality of certain information that was freely available in the public domain. This document should be used by consultants and their clients who mutually agree to keep proprietary information confidential.
This is an agreement between a consultant and a client whereby both parties agree to keep confidential certain proprietary information they learn during the course of their interaction. Confidential information includes, but is not limited to, patents, trade secrets, business plans, designs, copyrighted work, ideas, discoveries, and models. In addition, the agreement disclaims the confidentiality of certain information that was freely available in the public domain. This document should be used by consultants and their clients who mutually agree to keep proprietary information confidential. MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT This MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (the “Agreement”) is made and entered into this ____ day of __________, 20__ (“Effective Date”), by and between [insert name of Consultant/Contractor], a [state]corporation, with offices at [insert address and phone number of Consultant/Contractor] (“Consultant/Contractor”), and [insert name of Owner/Client] a [state] corporation with offices at [insert address and phone number of Owner/Client] ( “Owner/Client”). As used herein, an “Affiliate” of a party is any other entity directly or indirectly controlling, controlled by or under common control with such party as of the date of this Agreement. As used herein, the term "control" shall mean (i) the legal, beneficial or equitable ownership, directly or indirectly, of at least a majority of the equity interests of an entity; or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity or the election of a majority of the board of directors or comparable governing body of an entity, whether through the ownership of voting securities, by contract or otherwise. WHEREAS, Owner/Client and Consultant/Contractor are each willing to disclose to the other and to receive certain Confidential Information (as hereinafter defined) from the other party in order to permit Owner/Client and Consultant/Contractor to determine the desirability of entering into a possible business transaction with each other relating to: [insert description of Project and/or Services to be rendered] offered by the Owner/Client (the “Transaction”), subject to the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the foregoing premises and mutual promises hereinafter contained, Owner/Client and Consultant/Contractor agree as follows: 1. As used herein, the term “Disclosing Party” shall refer to either Owner/Client or Consultant/Contractor in connection with its disclosure of any such written or oral information to the other party, and the term “Receiving Party” shall refer to either Owner/Client or Consultant/Contractor in connection with its receipt of any such written or oral information from the other party. 2. The term “Confidential Information” shall mean and refer to all confidential or proprietary information, documents, and materials, whether printed or in machine-readable form or otherwise, including, but not limited to, processes, hardware, software, inventions, trade secrets, ideas, designs, research, know-how, business methods, production plans, marketing and branding plans, merger plans, human resource policies, programs, and procedures relating to and including but not limited to organizational structure, management, marketing and branding strategies, products and services, customer service, merger integration provisions, human resource and employee benefit policies, programs, and services, and internal communication processes and technology tools. Confidential Information shall include all information that should reasonably have been understood by the Receiving Party, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the Disclosing Party, regardless of © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 whether such information is marked “Confidential.” Notwithstanding the foregoing, “Confidential Information” shall not include information which: (i) was or is obtained by the Receiving Party from a third party which, to the to the actual knowledge of the Receiving Party, was or is lawfully in possession of such information and was or is not in violation of any contractual or legal obligation to a Disclosing Party or other third party with respect to such information; (ii) is or becomes part of the public domain through no fault of the Receiving Party or its Representatives (as defined below); (iii) was or is independently ascertained or developed by the Receiving Party or its Representatives; or (iv) is approved for disclosure and release by written authorization of the Disclosing Party. 3. The Receiving Party, and the directors, officers, employees, agents or other representatives (including, without limitation, attorneys, accountants, consultants, investment bankers, financial advisors and lenders) of such party and its Affiliates (collectively, its “Representatives”) may produce reports, notes, analyses, compilations, files, data, forecasts, studies, memoranda or other documents which contain or otherwise reflect the Confidential Information or the Receiving Party’s review of or interest in such possible Transaction (collectively, the “Review Material”). The Confidential Information, together with the Review Material shall be referred to herein as the “Evaluation Material.” 4. The parties agree to use the Evaluation Material only for the Transaction and only in accordan
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