Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (hereinafter this “Agreement”) is made and entered into as of this
day of
, 2009, by and between ABC, a Texas corporation, with an address at 123 Main St, Austin,
TX, U.S.A. and Company Name (hereinafter “Company”), with an address of Company Address.
During the course of dealings between, on the one hand, ABC and/or its affiliates and subsidiaries (collectively,
“ABC”), and on the other hand, Company, it may be necessary for ABC and/or Company to disclose certain
information which the disclosing party considers to be proprietary and/or confidential, including trade secrets,
know-how, technical, manufacturing, business, marketing, financial, personnel, customer and other information
(collectively, “Confidential Information”).
1.
In consideration of and as a prerequisite to either party’s disclosure of Confidential Information to the
other, both parties agree that they will treat and safeguard any and all Confidential Information received
from the other party whether oral or written in the manner set forth herein, unless such information:
(a)
(b)
(c)
(d)
(e)
2.
is or becomes part of the public domain by publication or otherwise through no fault of the
receiving party or its employees and without breach of this Agreement;
is, at the time of disclosure, known to the receiving party or its employees as established by
written records of the receiving party;
is or has been lawfully disclosed to the receiving party by a third party that does not have any
obligation of confidentiality to the disclosing party;
is independently developed by the receiving party without reference to the Confidential Information
as established by the written records of the receiving party; or
is required to comply with a court or administrative order; provided that the receiving party gives
the other party prompt prior notice of the contemplated disclosure in order to provide the
disclosing party the opportunity to intervene to preserve the confidentiality of the Confidential
Information; and provided, further that the receiving party uses commercially reasonable efforts to
cooperate (at no cost to the receiving party) with the efforts of the disclosing party.
Notice shall be given to the receiving party of information disclosed which the disclosing party deems to
be Confidential Information hereunder as follows:
(a)
(b)
all written Confidential Information shall be conspicuously labeled as such; and
all Confidential Information disclosed orally shall be identified as such at the time of disclosure,
and summarized in writing to the receiving party within sixty (60) days after disclosure and shall
be conspicuously labeled as such.
3.
The receiving party shall not in any way use the Confidential Information disclosed hereunder for any
purpose other than the following purpose underlying the dealings between ABC and Company: Purpose
Description.
4.
The receiving party will not distribute, disclose, or disseminate Confidential Information in any way, to
anyone, and will disclose the Confidential Information only to those of its employees who are required
to receive such information for the purpose set forth above, provided that disclosure of the Confidential
Information to employees of the receiving party will be limited in any event to employees who have
agreed in writing to maintain such information in strict confidence.
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Mutual Non-Disclosure Agreement
5.
All Confidential Information provided to the receiving party in tangible form under this Agreement shall
remain the property of the originating party, and all such documents, together with any copies or other
material shall be returned immediately to the disclosing party upon request.
6.
Notwithstanding anything herein to the contrary each of ABC and Company (and each employee,
representative or other agent of each of ABC and company) may disclose to any and all persons, without
limitation of any kind, the U.S. tax treatment and U.S. tax structure of the dealings between ABC and
Company and all materials of any kind (including opinions or other tax analyses) that are provide to
each party relating to such U.S. tax treatment and U.S. tax structure, if any, other than any information
for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.
7.
Nothing in this Agreement shall be construed to convey any rights to present or future patents, patent
applications, trademarks, copyrights, trade secrets, or other intellectual property rights of either party.
8.
Each party represents that it does not have an obligation to any third party, whether express or implied,
that would interfere, hamper or otherwise limit its ability to comply with the terms of this Agreement.
9.
This Agreement shall become effective when entered and shall continue for a term of three (3) years
from the effective date, provided, however, that termination of this Agreement does not relieve the
receiving party of its obligations hereunder with respect to the protection of Confidential Information
received from the disclosing party prior to termination.
10.
This Agreement shall be governed and construed under the laws of the State of Texas, U.S.A.
11.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter
herein, and may not be amended, modified, or waived, except pursuant to a writing signed by the duly
authorized representatives of the parties.
IN WITNESS WHEREOF, each of ABC and Company has caused this Agreement to be executed by a duly
authorized person.
Agreed to and accepted:
ABC
Company Name
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
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