PRO DESIGN ENGINEERING, LLC NONDISCLOSURE AGREEMENT
FOR PROTECTING
XXXXXXXX XXXXXXXX’ CONFIDENTIAL INFORMATION
This Nondisclosure Agreement (“Agreement”) is made as of this ___th day of ______, _____ (the “Effective Date”), by and between Xxxxxxxx xxxxxxxx, with a place of business at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx (hereinafter “XXXXXXXX XXXXXXXX”), and Pro Design Engineering, LLC, a limited liability company organized under the laws of the State of Minnesota, having a place of business at 2107 Ibis Drive, Buffalo, MN 55313, U.S.A., (hereinafter “RECIPIENT”).
RECITALS
WHEREAS, the parties desire to establish a confidential relationship whereby confidential and proprietary information of XXXXXXXX XXXXXXXX may be disclosed by XXXXXXXX XXXXXXXX to RECIPIENT and such information shall be protected from any disclosure, dissemination or use that is not authorized by XXXXXXXX XXXXXXXX; and
WHEREAS, the parties, for their mutual benefit, are desirous that XXXXXXXX XXXXXXXX may disclose to RECIPIENT information related to the design of YYYYYYYYYYYYYYYYYYYYYYYYYYYYYYY and proposals related to contracts between XXXXXXXX XXXXXXXX CO and PRO DESIGN ENGINEERING for the purposes of supporting the development of mentioned product and negotiations related to said development and manufacture.
NOW THEREFORE, the parties to this Agreement do hereby agree as follows:
- The term “CONFIDENTIAL INFORMATION” shall mean any and all information, data, knowledge, or media embodying same, of XXXXXXXX XXXXXXXX, disclosed by XXXXXXXX XXXXXXXX to RECIPIENT during the term of this Agreement (whether in written, verbal, visual or electronic form), relating to any aspect of the design and application of diffuser features/components or XXXXXXXX XXXXXXXX’ business, including, but not limited to, research, products, proposals, software, services, inventions, processes, designs, drawings, customer information, marketing information, employee lists and/or financial information related thereto.
- RECIPIENT agrees that dissemination of CONFIDENTIAL INFORMATION shall be limited to its employees having a need-to-know to accomplish the purposes set forth above, and subject to the limitations hereinafter set forth. For a period of five (5) years from termination of this Agreement, RECIPIENT agrees to treat as confidential and not to disclose or disseminate to any third party, or copy or use, in whole or in part, any such CONFIDENTIAL INFORMATION in any manner, except for the purpose set forth above, or as otherwise permitted in writing by XXXXXXXX XXXXXXXX RECIPIENT represents and warrants that it has written agreements in place with its employees to so protect its own proprietary information and the proprietary information of others that it is obligated to protect, and that each employee who may have access to the CONFIDENTIAL INFORMATION shall be advised of and subject to the obligations of this Agreement.
- Notwithstanding the foregoing, information shall not be deemed CONFIDENTIAL INFORMATION and RECIPIENT shall have no obligation with respect to any information which:
- is or becomes publicly known through no wrongful act of RECIPIENT;
- is rightfully received from a third party without restriction and without breach of this Agreement;
- is independently developed by RECIPIENT without breach of this Agreement; or
- is approved for release by the written authorization of XXXXXXXX
- DEGREE OF CARE. RECIPIENT agrees to use the same degree of care, in any event not less than a reasonable degree of care, to protect the CONFIDENTIAL INFORMATION from unauthorized use or disclosure as it uses to protect its own most sensitive confidential information.
- This Agreement shall begin on the Effective Date and terminate on ___________________, unless earlier terminated by written notification from one party to the other, provided, however, that the obligations set forth in this Agreement shall survive the termination of the Agreement.
- All CONFIDENTIAL INFORMATION and copies thereof shall remain the property of XXXXXXXX XXXXXXXX. Such CONFIDENTIAL INFORMATION and all copies thereof shall be returned upon written request of XXXXXXXX XXXXXXXX or, if no such request is made, upon the earlier of the termination of this Agreement or the completion of the purpose for which the CONFIDENTIAL INFORMATION was submitted. RECIPIENT agrees that XXXXXXXX XXXXXXXX owns all inventions and works of authorship for diffuser derived from the CONFIDENTIAL INFORMATION, if the subject matter of such invention or work of authorship is within the scope of the description of CONFIDENTIAL INFORMATION. RECIPIENT agrees to assign, and hereby assigns to XXXXXXXX XXXXXXXX, any copyrightable works and/or inventions, whether or not such is reduced to practice (the “Intellectual Property”), which RECIPIENT derived, jointly or solely, from the CONFIDENTIAL INFORMATION. Such Intellectual Property is considered as part of the CONFIDENTIAL INFORMATION hereunder and is owned by XXXXXXXX XXXXXXXX.
- JUDICIAL ORDER. Nothing herein shall restrict the right of the RECIPIENT to disclose such CONFIDENTIAL INFORMATION that is disclosed pursuant to a judicial order, but only to the extent so ordered, and provided that RECIPIENT shall notify XXXXXXXX XXXXXXXX in writing of such order in sufficient time as to permit XXXXXXXX XXXXXXXX to intervene in response to such order.
- No rights or obligations other than those expressly recited herein are to be granted or implied from this Agreement. In particular, no license is hereby granted or implied, either directly or indirectly, implied or otherwise, under any patent, copyright, trademark, trade secret or other intellectual property right now held by, or which may be obtained by, or which is or may be licensable by XXXXXXXX XXXXXXXX.
- COMPIANCE WITH EXPORT REGULATIONS: By signing this Agreement, RECIPIENT is providing its written confirmation and assurance that no CONFIDENTIAL INFORMATION supplied hereunder, nor the direct or indirect product thereof, will be provided to any third party countries or nationals thereof unless authorized in writing by XXXXXXXX XXXXXXXX, and such is authorized by and fully complies with the applicable U.S. export laws and regulations (including, without limitation, the Export Administration Regulations and the regulations of all applicable U.S. agencies).
- In the event that RECIPIENT breaches this Agreement, the failure of XXXXXXXX XXXXXXXX to exercise any right hereunder shall not be deemed a waiver of any right hereunder. The rights and remedies of the parties as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. This Agreement is not intended to and shall not be construed as creating a joint venture, partnership, or other form of business association between the parties. This Agreement is deemed to be made under and shall be construed in accordance with and governed by the laws of the State of Minnesota, U.S.A., exclusive of the choice of law or conflict of law provisions thereof, and the parties hereby consent to the exclusive jurisdiction of the state and federal courts in the State of Minnesota, and the venue for all proceedings related to or arising from this Agreement shall be in the applicable court located in Minneapolis, Minnesota, U.S.A. This Agreement states the entire agreement between the parties with respect to the subject matter hereof, and there are no other agreements or understandings, written or oral, not stated herein. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed by duly authorized representatives of both parties.
ACCEPTED AND AGREED TO:
XXXXXXXX XXXXXXXX PRO DESIGN ENGINEERING, LLC
(Signature) (Signature)
Xxxxxxxx xxxxxxxx Mel Moench
(Print / Type Name) (Print / Type Name)
Patentee/Owner/Representative President
(Title) (Title)
(Date) (Date)