Legal Intellectual Property Trade Secret Agreement
This Legal Intellectual Property Trade Secret Agreement ("Agreement") is entered into as of [Date], by and between:
[Your Company Name], a company organized and existing under the laws of the [State/Country], with its principal place of business located at [Your Company Address] ("Disclosing Party"),
and
[Recipient Company Name], a company organized and existing under the laws of the [State], with its principal place of business located at [Recipient Company Address] ("Recipient Party").
Background
The Disclosing Party possesses certain valuable information and trade secrets related to its business operations, intellectual property, and proprietary technology (collectively referred to as the "Confidential Information").
The Recipient Party desires to receive and have access to the Confidential Information for the sole purpose of sharing Confidential Information, e.g., evaluating a potential business collaboration (the "Purpose").
Agreement
In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" shall mean any and all information, in any form or medium, disclosed by the Disclosing Party to the Recipient Party, whether orally or in writing, and whether marked as confidential or not. Confidential Information includes, but is not limited to, technical data, trade secrets, know-how, inventions, processes, formulas, algorithms, designs, software code, business plans, financial information, and any other information that is not generally known to the public.
Non-Disclosure and Non-Use: The Recipient Party agrees that it shall not disclose, reveal, or make use of any Confidential Information for any purpose other than the Purpose without the prior written consent of the Disclosing Party. The Recipient Party shall take all reasonable measures to maintain the confidentiality of the Confidential Information and to prevent its unauthorized disclosure or use.
Limited Purpose: The Recipient Party agrees to use the Confidential Information solely for the Purpose and for no other purpose whatsoever, unless otherwise agreed upon in writing by the Disclosing Party.
Ownership and Rights: The parties acknowledge and agree that all Confidential Information disclosed pursuant to this Agreement shall remain the sole property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to the Recipient Party with respect to the Confidential Information, except as expressly provided herein.
Duration of Agreement: This Agreement shall remain in full force and effect for a period of [00] years from the Effective Date, unless terminated earlier by either party upon [00] days' written notice to the other party.
Return of Confidential Information: Upon the termination of this Agreement or at any time upon the request of the Disclosing Party, the Recipient Party shall promptly return to the Disclosing Party all documents, materials, and other tangible embodiments of the Confidential Information, and shall delete or destroy any electronic copies thereof.
No Warranty: The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or usefulness of the Confidential Information disclosed under this Agreement.
Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the [State], without regard to its conflicts of law principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Jurisdiction].
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[Your Company Name]
By: ___________________________
[Your Name]
[Your Title]
Date:
[Recipient Company Name]
By: ___________________________
[Recipient's Name]
[Recipient's Title]
Date:
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