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Sample Unilateral Nda
Unilateral Confidentiality Agreement
This AGREEMENT is made by and between ______________________ (the "Company") and
________ (the "Recipient") effective as of ___________, 1997.
Project Reference: Discussions and information related, but not limited to,______________.
The Company possesses competitively valuable Confidential Information (as hereinafter defined)
regarding its current products, future products, research and development, and general business operations.
Recipient may enter or has entered into a business relationship with the Company and in connection
therewith may need to review the Company's Confidential Information and Materials. In consideration of
the promises and covenants contained in this Agreement and the disclosure of Confidential Information and
Materials from the Company to the Recipient, the parties hereto agree as follows:
1. Confidential Information and Materials
(a) "Confidential Information" shall mean any nonpublic information that the Company
specifically marks and designates, either orally or in writing, as confidential or which, under the
circumstances surrounding the disclosure, ought to be treated as confidential. "Confidential
Information" includes, but is not limited to, product schematics or drawings, descriptive material,
specifications, software (source code or object code), sales and customer information, the
Company's business policies or practices, information received from others that the Company is
obligated to treat as confidential, and other materials and information of a confidential nature.
(b) "Confidential Information" shall not include any materials or information which the
Recipient shows: (i) is at the time of disclosure generally known by or available to the public or
became so known or available thereafter through no fault of the Recipient; or (ii) is legally known
to the Recipient at the time of disclosure; or (iii) is furnished by the Company to third parties
without restriction; or (iv) is furnished to the Recipient by a third party who legally obtained said
information and the right to disclose it; or (v) is developed independently by the Recipient where
the Recipient can document such independent development.
(c) "Confidential Materials" shall mean all tangible materials containing Confidential
Information, including without limitation drawings, schematics, written or printed documents,
computer disks, tapes, and compact disks (CD), whether machine or user readable.
2.Restrictions
(a) Recipient shall not disclose any Confidential Information to third parties for a period
of two (2) years following the termination of its relationship with the Company or three (3) years
from the date of this Agreement, whichever is longer, except to Recipient's consultants as
provided below. Notwithstanding the foregoing, Recipient shall not at any time disclose to any
third party any Confidential Information comprising a trade secret of the Company or any
Confidential Information of any other party to whom the Company owes an obligation. However,
Recipient may disclose Confidential Information in accordance with judicial or other
governmental orders, provided Recipient shall give the Company reasonable notice prior to such
disclosure and shall comply with any applicable protective order or equivalent.
(b)Recipient shall not use any Confidential Information or Confidential Materials of the
Company for any purposes except those expressly contemplated hereby or as authorized by the
Company.
(c) Recipient shall take reasonable security precautions, which shall in any event be as
great as the precautions it takes to protect its own confidential information, to keep confidential
the Confidential Information. Recipient may disclose Confidential Information or Confidential
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