CONFIDENTIALITY AGREEMENT ("Agreement") dated as of the date set forth below by and between __________ ("Company"), and the person or entity signing below ("Recipient").
Definitions. For purposes of this Agreement, "Information" means any information concerning the Company, its plans or its products provided by Company to the Recipient and is either labeled or otherwise identified as "Confidential" or of the kind which would reasonably be considered to be valuable and proprietary. Such Information excludes, however, any information that (1) has been or is obtained by Recipient from a source independent of Company who has provided such information to Recipient on a non-confidential basis without breach of any duty to the Company, (2) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Recipient or its personnel, or (3) is independently developed by Recipient solely by efforts of persons other than the persons provided access to the Information provided by the Company and without reliance in any way on the Information provided by Company. "Authorized Use" means the Recipient examining the Information for the purpose of determining whether to enter into a business relationship with the Company.
Limited Use; Duration. Recipient acknowledges that it is to be given access to the Information solely for purposes of Authorized Use. Recipient agrees that (1) it will not use the Information, (2) will keep the Information confidential at all times, and (3) will not copy or modify the Information, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Company. Recipient shall limit its disclosure of the Information to employees within its own organization whom Company could reasonably expect to have a legitimate need to receive such Information in order to accomplish the Authorized Use and who have agreed in writing to be bound by the provisions of this Agreement, and in any event, Recipient shall be responsible for any breach by any person to whom it provides the Information. Recipient shall keep a log of each person given access to the Information and make such log available to Company upon request. Recipient's obligations under this Agreement with respect to source code and other technical materials shall be perpetual, and its obligation with respect to other business and financial information shall be for a period of three years following the date of disclosure. Upon the earlier of Company's request or the completion of the Authorized Use, Recipient shall promptly return or destroy all Information and discontinue all further use of the Information. Upon Company's request, Recipient shall promptly certify that such action has been taken.
Proprietary Protection. Company shall have sole and exclusive ownership of all right, title, and interest in and to the Information, including ownership of all patents, copyrights and trade secrets pertaining thereto, subject only to the rights and privileges expressly granted by Company. Object code version of software programs may under no circumstances be reverse-engineered or reverse-compiled without Company's further written consent. Recipient acknowledges that, in the event of any breach of this Agreement, Company will not have an adequate remedy in money or damages. Company therefore shall be entitled in such event to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Company's right to obtain such relief shall not limit its right to obtain other remedies.
Disclaimer. Except as may otherwise be set forth in a signed, written agreement between parties, Company makes no representation or warranty as to accuracy, completeness, condition, suitability, or performance of the Information, and Company shall have no liability whatsoever to Recipient resulting from its use of the Information.
General. The interpretation and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, United States of America, as it applies to a contract executed, delivered, and performed solely in the Commonwealth. Recipient may not sell, transfer, assign, sublicense, or subcontract any right or obligation hereunder without the prior written consent of Company, and certifies that no information will be exported to any country in violation of the United States Export Administration Act and regulations thereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of .......................