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Confidentiality & Non-Disclosure Agreement 2008 - For
Prospective Client
WhiteLight Design is a full
service industrial design, engineering and new product
development firm including invention, patent, 3D CAD
drawings, models, prototypes, tooling and manufacturing
support services.
THIS AGREEMENT is effective as of the last
date of execution by the undersigned, and is made by and
between WhiteLight Design, Inc., a Georgia corporation
located at 2070 Hunters Trail Drive, Lawrenceville, Georgia,
30043 (hereinafter referred to as "WD"), and ________________________________________ (insert
individual or company name), an individual who is
citizen of, or a company organized under the laws of, the
state of _______________, located at
(insert address)___________________________________________________________________
__________________________________________________________________________________
(hereinafter referred to as the
“prospective
client” or
“PC”), jointly referred to as the “PARTIES.”
WHEREAS, the PC has developed
and/or owns certain inventions, trade secrets, product
concepts, secret processes, secret designs, drawings,
renderings, prototypes, models, designs, engineering and
technical information, financial information, pricing
methods, business plans, business strategies/practices,
and/or other confidential information relating to _________________________________________________________(insert
a brief descriptive title)
(hereinafter referred
to as the “PROPERTY”), and whereas WD desires to examine the
PROPERTY for purposes of evaluating certain commercial
and/or technical aspects thereof, the PARTIES hereby agree
that the PC shall make to WD and WD shall receive from the
PC confidential disclosure of the PROPERTY on the terms and
conditions herein set forth and solely for the purposes
stated above
In consideration of the
disclosures to be made by the PC to WD and the mutual
promises and covenants herein contained, the PARTIES further
agree as follows
1.
For the sole purpose of enabling WD to evaluate certain
commercial and/or technical aspects of the PROPERTY, the
PC agrees to disclose the PROPERTY to WD.
2. WD agrees
that all right, title, and interest in the PROPERTY is and
shall remain solely the property of the PC.
3.
The PC acknowledges that WD may, in the process of
evaluating the PROPERTY, disclose WD-owned confidential
and proprietary information to the PC. The
confidentiality and non-use obligations of this Agreement
are mutual and apply to the PC with respect to WD’s
confidential and proprietary information as well as to WD
with respect to the PC’s PROPERTY.
4. WD
understands that certain aspects of the PROPERTY derive
economic value from not being generally known to others.
WD agrees that it, its officers, employees, agents and
others acting on behalf of the WD shall maintain the
PROPERTY in confidence and shall not disclose the PROPERTY
to anyone else, nor use said PROPERTY for the benefit of
the WD, for their own benefit or for the benefit of others
without the consent in writing of the PC. The provisions
of this paragraph shall not apply to any disclosures made
by the PC to WD: (a) which without violating any legal
right of the PC were known to or used by WD prior to the
earliest date of disclosure by the PC to WD, as evidenced
by the prior written records of WD; (b) which without
violating any legal right of the PC and through no fault
of WD are lawfully and in good faith disclosed to WD by a
third party rightfully in possession of said information;
or (c) which without violating any legal right of the PC
and through no fault of WD is or becomes available in the
public domain.
5.
The PROPERTY shall only be disclosed to such officers,
employees, agents or others acting on behalf of WD as is
required for the proper evaluation thereof, and such
parties shall be fully bound by the provisions hereof.
6. Nothing
in this Agreement shall be construed as expressly or
implicitly granting to either party any right or license
under any patent, trade secret, or know-how now or
hereafter possessed by the other party.
7. WD agrees
to promptly return to the PC all descriptions, drawings,
models, samples or other materials pertaining to the
PROPERTY, and all copies thereof, upon the written request
of the PC, and WD agrees further to continue thereafter to
abide by the covenants of this Agreement.
8.
The terms of this Agreement shall remain in force
indefinitely with respect to trade secrets of the PC, as
defined under the Official Code of Georgia §10-1-740, et
seq., and shall remain in force for a period of five (5)
years from the date of execution of this Agreement for all
other aspects of the PROPERTY.
9.
This
Agreement shall be interpreted in accordance with the laws
of the State of Georgia, U.S.A. Any dispute hereunder
shall be resolved by binding and final arbitration in
accordance with the rules of the American Arbitration
Association, in Atlanta, Georgia.
IN WITNESS WHEREOF, the
PARTIES have caused this Agreement to be signed as of
the dates indicated below.
WHITELIGHT DESIGN, INC.
Signed:
___________________________________
Date: __________________
Mr. Willis
Whiteside, President
PROSPECTIVE
CLIENT
Signed: __________________________________
Date: __________________
Print Name: ______________________________
Title: ___________________
Phone # ____________________________ Fax #
_____________________________
FAX to 1 (770) 277-7032
Attention:
Mr. Willis
Whiteside, President,
WhiteLight Design, Inc.
Be sure to include your printed name, address, brief descriptive title and your return telephone and fax number. It will be signed and return faxed
back to you usually within
1- 3 business days. Up to 3 pages total.
Questions?
(770) 277 - 7097
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