Confidentiality Agreement
This Agreement, which is effective on is made by and between LAKE SHORE CRYOTRONICS, INC., 575 McCorkle Boulevard, Westerville, Ohio 43082, USA (“LAKE SHORE”) and Company Name , Address .
Background of This Agreement.
LAKE SHORE and Company Name are evaluating the possibility of establishing and/or continuing a mutually beneficial business relationship. In connection with this evaluation, LAKE SHORE and Company Name each intend to disclose to the other party certain confidential information concerning:
(TOPIC DISCLOSURES WITH DETAIL)
(the “Technology”) that each considers to be its own confidential, proprietary and/or valuable trade secrets. In order to facilitate this evaluation while preserving their respective rights, LAKE SHORE and Company Name agree as follows:
(TOPIC DISCLOSURES WITH DETAIL)
(the “Technology”) that each considers to be its own confidential, proprietary and/or valuable trade secrets. In order to facilitate this evaluation while preserving their respective rights, LAKE SHORE and Company Name agree as follows:
1. Definitions
As used in this Agreement:
- “Confidential Information” means all technical and/or business information in any form that relates to the Technology, including, but not limited to, any such information that constitutes a protectable trade secret under applicable law.
- “Discloser” means a party disclosing its own Confidential Information under this Agreement; and
- “Recipient” means a party receiving the other party’s Confidential Information under this Agreement.
2. Notices and Legends
Discloser shall (a) mark all written materials (including graphic materials) containing its Confidential Information with a conspicuous “CONFIDENTIAL” legend, and (b) identify as “CONFIDENTIAL” all oral disclosures of its Confidential Information at the time of disclosure. For oral disclosures under this Agreement, Discloser shall send written confirmation to Recipient within thirty (30) days of the oral disclosure, identifying the orally disclosed Confidential Information and the date of disclosure.
Recipient shall mark, with a conspicuous “CONFIDENTIAL” legend, any written materials generated by Recipient (including but not limited to summaries, notes and evaluations) that contain and/or are derived from Discloser’s Confidential Information.
Recipient shall mark, with a conspicuous “CONFIDENTIAL” legend, any written materials generated by Recipient (including but not limited to summaries, notes and evaluations) that contain and/or are derived from Discloser’s Confidential Information.
3. No Unauthorized Disclosure
Recipient shall not disclose Discloser’s Confidential Information to any third party, unless and until expressly authorized in writing by Discloser or by the terms of this Agreement. Recipient shall exercise at least the same degree of care (but in no event less than reasonable care) to avoid unauthorized disclosure of Discloser’s Confidential Information that Recipient normally accords to its own proprietary trade secret information. Recipient shall disclose Discloser’s Confidential Information only to
Recipient’s employees and/or consultants (including but not limited to legal counsel) who have a need to know and who understand and agree to the terms of this Agreement. Recipient shall be responsible for any actions taken by such persons that would be deemed to be a breach of this Agreement if Recipient had taken such actions. Discloser may, prior to disclosure, require all such employees and/or consultants of Recipient to sign Acknowledgement Agreements, wherein such persons shall acknowledge and agree in writing to the terms of this Agreement.
Recipient’s employees and/or consultants (including but not limited to legal counsel) who have a need to know and who understand and agree to the terms of this Agreement. Recipient shall be responsible for any actions taken by such persons that would be deemed to be a breach of this Agreement if Recipient had taken such actions. Discloser may, prior to disclosure, require all such employees and/or consultants of Recipient to sign Acknowledgement Agreements, wherein such persons shall acknowledge and agree in writing to the terms of this Agreement.
4. No Unauthorized Use
Recipient shall use Discloser’s Confidential Information solely for the purpose of evaluating the possibility of establishing and/or continuing a mutually beneficial business relationship with Discloser, and for no other purpose whatsoever. Recipient is specifically prohibited from using Discloser’s Confidential Information, and any information (including evaluations) derived from Discloser’s Confidential Information, for the purpose of manufacturing materials or products for sale or disposition to any third party, unless and until expressly authorized in writing by Discloser.
5. Discloser Retains All Ownership Rights
All Confidential Information disclosed under this Agreement shall remain the property of Discloser. Recipient shall return or destroy all copies of Discloser’s Confidential Information to Discloser within ten (10) days after receiving a written request from Discloser.
6. Limitations on Obligations Concerning Confidential Information
Recipient shall have no obligation under this Agreement with respect to any Confidential Information which:
- Recipient knew, had available to it, or developed or develops independently of any disclosure by Discloser; or
- Is or becomes available to the public through no breach of this Agreement by Recipient; or
- Discloser furnishes to a third party without confidentiality restrictions; or
- Is lawfully obtained from a third party without confidentiality restriction (to the knowledge of Recipient), without breach of this Agreement, and without breach of any other agreement (to the knowledge of Recipient).
7. Actions Arising Out of This Agreement
In any action arising out of this Agreement:
- Discloser bears the burden of proof with respect to paragraph 6 of this Agreement; and
- Recipient acknowledges that any unauthorized disclosure and/or use of Discloser’s Confidential Information may constitute irreparable harm for which injunctive relief may be available.
8. Recipient May Disclose If Required By Law
Neither Recipient, nor its employees or consultants, shall be liable for disclosure of Discloser’s Confidential Information if such disclosure is required by law or valid order of a court of competent jurisdiction or authorized government agency. If and to the extent permitted by law, before disclosing Discloser’s Confidential Information, Recipient shall give Discloser timely notice to allow Discloser to seek a protective order.
9. Termination
The parties agree that this evaluation may be terminated by any party at any time and that nothing in this Agreement obligates the parties to negotiate or consummate a business relationship. Notwithstanding the foregoing, the parties acknowledge and agree that the termination of their evaluation shall not terminate the confidentiality obligations contained in this Agreement, including, but not limited to, under paragraphs 3, 4 and 5, which shall continue in effect for a period of five (5) years from the date of signing of this Agreement.
10. This Agreement is Not Transferable
This Agreement may not be sold, transferred, assigned, or otherwise disposed of, without the consent in writing of the other party.
11. No Grant or License of Property Right
Nothing in this Agreement shall in any way restrict Discloser from using, disclosing and/or disseminating its own Confidential Information. Nothing in this Agreement shall be construed as a grant of any property right, by license or otherwise, in any Confidential Information disclosed under this Agreement, or to any invention or any patent right that has issued or that may issue. Nothing in this Agreement shall be construed as creating an agency, joint venture, partnership, or other formal business relationship or association between the parties.
12. Governing Law and Jurisdiction
This Agreement may not be amended except in a written statement signed by both parties hereto. Any proceedings relating to any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement shall be governed and construed by the laws of the State of Ohio and shall be brought in a state or federal court located in Franklin County, Ohio.
13.
This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective legal representatives, heirs, personal representatives and permitted successors and/or assigns, as the case may be.