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Non-Disclosure Agreement

Confidentiality Agreement

It is understood and agreed to that the below identified discloser of confidential information may provide certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, it is agreed that

  1. The Confidential Information to be disclosed can be described as and includes: Invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

  2. Proprietary Information does not include Information which: Is published or otherwise in the public domain through no fault of the receiving party; can be demonstrated by the receiving party to have been in its possession prior to receipt under this agreement; is obtained by the receiving party without restriction from a third party; is available from another source in good faith and without limitation as to use; is independently developed by the receiving party by individuals who have not had either direct or indirect access to such information; and is disclosed by the receiving party to a third party with the written approval of the disclosing party without any restriction.

  3. The Recipient agrees not to disclose the confidential information obtained from the discloser to any third party unless required to do so by law. The Recipient agrees not to use any Confidential Information disclosed to it by the Discloser for its own use or for any purpose except to carry out discussions concerning, and the undertaking of, any business relationship between the two. The Recipient will not disclose any Confidential Information to its employees except employees who are required to have the information in order to carry out the discussions of the contemplated business. The Recipient will have, or has had, employees to whom Confidential Information of the Discloser is disclosed, or who have access to Confidential Information of the Discloser, sign a non-disclosure Agreement in content substantially similar to this Agreement. The Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Discloser in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that the Recipient utilizes to protect its own Confidential Information of a similar nature. The Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of Confidential Information of the Discloser that may come to the Recipient’s attention.

  4. Any materials or documents that have been furnished by the Discloser to the Recipient will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded, or immediately upon request of the Recipient.

  5. Nothing in this Agreement is intended to grant any rights to the Recipient under any patent or copyright, nor shall this Agreement grant the Recipient any right in or to the Discloser’s Confidential Information, other than the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship with the Discloser.

  6. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information. Any addition or modification to this Agreement must be made in writing and signed by the parties.

  7. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

  8. WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.
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