Non-Disclosure / Confidentiality Agreement

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This agreement entered into between _____________________________________________________
(hereinafter known as INVENTOR ) and

_________________________________________________________
with a primary business address at

______________________________________________,
(hereinafter known as INTERESTED PARTY ) confirms the terms and conditions under which INVENTOR intends to and will provide to INTERESTED PARTY proprietary information or material relating to an invention currently on file with the United States Patent Office on the invention of the __________________________________________ _______________________________________________________

(hereinafter known as INVENTION ) for the review and assessment of interest by INTERESTED PARTY for advertising, developing, manufacturing and/or distributing INVENTION , on terms to be established, leading towards the commercial utilization of such information or material.

INTERESTED PARTY agrees that any such information or material in writing (or promptly confirmed in writing, whether by hand or by facsimile, after oral communication) or otherwise fixed in tangible form (e.g. on videotape, audio tape, e-mail, computer storage media, etc.) submitted to it by INVENTOR shall be held in confidence, and will not be disclosed by INTERESTED PARTY or its affiliates directly or indirectly. INTERESTED PARTY shall use all reasonable diligence to prevent commercial use or disclosure by INTERESTED PARTY , except to INTERESTED PARTY ?s necessary personnel for a period of two (2) years from the signing of this agreement.

No obligation of confidentiality shall exist between either party in this agreement as to information or material that:

      1. Is public domain or becomes public knowledge through no fault of the party receiving said information or material; or

      2. Is previously known to and properly obtained by INTERESTED PARTY from other sources.

Any and all proprietary written material or other information in tangible form received by INTERESTED PARTY from INVENTOR shall, upon request, be immediately returned.

Nothing in this agreement shall be construed as granting either party any license or rights for any purpose under any patent or other intellectual property laws of the United States.

INTERESTED PARTY agrees that within 60 days from receiving confidential information, INTERESTED PARTY will report to INVENTOR the results of INTERESTED PARTY ?s review and will advise whether INTERESTED PARTY is interested in negotiating for the rights to develop, manufacture, or distribute the INVENTION . Both INTERESTED PARTY and INVENTOR understand that this is not a license agreement.


Signed: _____________________________

Signed: _____________________________

Printed Name: ______________ Printed Name: ______________

Title: Inventor Title: ______________

Firm: Firm: ______________

Date: ______________________ Date: ______________________