Sample Non-disclosure Agreements

The following are samples of two types of Confidential Disclosure Agreements.  Before you use this we would recommend you run it past your attorney. The first sample is a standard non-disclosure agreement and the second is a special non-disclosure agreement that should be used when hiring the services of a prototype maker to help develop your invention.

Confidential Disclosure Agreement 


This Agreement is between

___________________________________________, 

hereinafter called "Recipient", and

____________________________________________, 

hereinafter called "Owner". 



WHEREAS Owner possesses certain confidential information concerning: 


_____________________________________________________________

_____________________________________________________________

_____________________________________________________________; 

and 

(Describe subject matter of information) 


WHEREAS Recipient is desirous of obtaining said confidential information for purposes of evaluation thereof and as a basis for further discussions with Owner regarding assistance with development of the confidential information for the benefit of Owner or for the mutual benefit of Owner and Recipient; 

THEREFORE, Recipient hereby agrees to receive the information in confidence and to treat it as confidential for all purposes. Recipient will not divulge or use in any manner any of said confidential information unless by written consent from Owner, and Recipient will use at least the same efforts it regularly employs for its own confidential information to avoid disclosure to others. 

Provided, however, that this obligation to treat information confidentially will not apply to any information already in Recipient's possession or to any information that is generally available to the public or becomes generally available through no act or influence of Recipient. Recipient will inform Owner of the public nature or Recipient's possession of the information without delay after Owner's disclosure thereof or will be stopped from asserting such as defense to remedy under this agreement. 

Recipient will exercise its best efforts to conduct its evaluation within a reasonable time after Owner's disclosure and will provide Owner with its assessment thereof without delay. Recipient will return all information, including all copies thereof, to Owner upon request. This agreement shall remain in effect for ten years after the date of it's execution, and it shall be construed under the laws of the State of Texas. 



___________________ ________________________________ 

(Date) (Recipient) 



By:__________________________________ 

(Name & title of person signing) 



___________________ _________________________________ 

(Date) (Owner)

 

 

Confidentiality and Safeguard Agreement


This agreement is between ________________________, whose place of residence or business is ______________________________________________, hereafter known as the inventor, and ________________________________, whose place of business or residence is _________________________________________, hereafter known as the vendor.
Vendor will provide certain services as follows:
[ ] prototyping
[ ] design and/or drafting
[ ] marketability evaluation and/or research and/or plan
[ ] overall planning for development, protection, and marketing.
[ ] other: ______________________________________________________

Vendor agrees to maintain all information divulged to him or her by inventor, in whatever form (written, drawn, photographed, verbal, video, or other), confidential and safe. Vendor will not transmit or divulge said information to any third person (except his or her employee who has a need to know). Vendor will not use said information as his or her own, or for his or her own advantage. Vendor will preserve as confidential and safe said information for a period of ________________________from date of order, and will ( ) return to inventor, or ( ) destroy tangibles by shredding or burning after said period.

Vendor further agrees that all patentable features arising from his or her services will be revealed to the inventor as the work progresses, and become inventor’s property in full at the time the vendor receives payment in amount agreed to by vendor and inventor at the time inventor’s order is placed. Vendor further agrees that he/she has no claim to any intellectual property rights related to this invention.

____________________________vendor _________________ date