This Agreement is made and entered into, effective , by and between , (the “Individual”) and (“the Company”)
WHEREAS, in connection with discussions between the Company and the Individual (the “Parties”), the Parties may disclose to each other product design, concepts, market data, planning and financial information and other technical or business information which is considered proprietary and/or confidential (“Information”).
Now therefore, in consideration of receipt of such Information and the mutual promises made herein, the Parties agree as follows:
1. Confidential Information shall include information about invention or product which is the subject of the course study.
2. The Parties shall:
a. Restrict disclosure of the Information solely to those employees or associates of the respective Parties with a need to know and not disclose it to any
other individuals or entities:
b. Advise employees, associates and representatives who receive the Information of the obligation of confidentiality hereunder and obtain suitable
assurances from that they will observe the confidentiality objectives imposed hereunder;
c. Not reproduce or copy the Information, in whole or in part, except as necessary to analyze said Information effectively.
3. Notwithstanding anything to the contrary herein, neither Party shall have an obligation to preserve the confidentiality of any Information which:
a. Was previously known to such Party free of any other obligation to keep it confidential, or
b. Is or becomes publicly available by other than unauthorized disclosure by such Party, or
c. Is independently developed by such Party, or
d. Is received from a third party whose disclosure to such Party would not violate any confidentiality obligation.
4. No license to the Parties, under any trademark, patent, copyright, mask work protection right, or any other intellectual property right is either granted or implied by the conveying of Information to the Parties. None of the Information which may be disclosed or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee, or inducement by the Parties
of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, mask protection rights, or any other intellectual property rights, or other rights of third persons.
5. All Information provided by the Company shall remain the property of the Company and shall be returned upon written request of the Company. All materials developed by the Individual shall be made available to the Company for its use.
6. Both Parties agree that breach of this Agreement may cause irreparable
change to the other. Accordingly, both Parties shall have the right to injunctive relief upon the breach or threatened breach of this Agreement by the other. This remedy shall be in addition to any other remedies available to both Parties at law or equity.
7. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information disclosed other than as described herein. The disclosure of Information in the manner provided for herein in no way obligates the Parties to undertake any business association with each other.
8. This Agreement constitutes the entire understanding between the parties hereto as to the Information and merges all prior discussions between them relating thereto.
9. Neither Party may assign, transfer or sell its rights under this Agreement, or delegate its obligations hereunder without the prior written consent of the the other Party.
10. This Agreement shall become effective on the date set forth above and shall continue for three years unless terminated earlier in writing by either Party at the address contained herein. The obligation to protect the confidentiality
of Information received prior to such termination shall survive the termination of this Agreement.
11. No Amendment or modification of this Agreement shall be valid or binding
on the Parties unless made in writing and signed on behalf of each of the Parties by their respective duly authorized officers or representatives.
12. This Agreement shall be governed by the law of the State of Washington.
In Witness thereof, the Parties have executed this Agreement on the respective dates entered below.
(Authorized Signature) (Authorized Signature)
(Name Printed) (Name Printed)
(Date Signed) (Date Signed)