ali123
Nov 8th, 2008, 01:25 AM
Hey guys, an investor is going to meet me so we can talk about my idea and I would like to create a non disclosure agreement between us. As of now I'm not a corporation, I'm just a person, I will be providing the information but my dad will have to sign the contract, since I'm under the legal age to do so.
info: this idea is related to a website and some special software for it.
Thank you, Ali
Here is the best sample I can find but I'm not sure if this contract would be sufficient.
This AGREEMENT is made by and between Person A
and Person B effective as of November 8, 2008.
Project Reference: Information related, but not limited to, development
projects and assignments to be performed by the Recipient for the Company.
The Company possesses competitively valuable Confidential Information (as
hereinafter defined) regarding its current products, future products,
research and development, and general business operations. Recipient may
enter or has entered into a business relationship with the Company and in
connection therewith may need to review or use the Company's Confidential
Information and Materials or to create new Confidential Information and
Materials for the Company. In consideration of the promises and covenants
contained in this Agreement and the disclosure of Confidential Information
and Materials from the Company to the Recipient, the parties hereto agree
as follows:
1. Confidential Information and Materials
(a) "Confidential Information" shall mean any nonpublic information
that the Company specifically marks and designates, either orally or in
writing, as confidential or which, under the circumstances surrounding
the disclosure, ought to be treated as confidential or which the
Recipient creates or produces in the course of performing services for
the Company. "Confidential Information" includes, but is not limited to,
product schematics or drawings, descriptive material, specifications,
software (source code or object code), sales and customer information,
the Company's business policies or practices, information received from
others that the Company is obligated to treat
as confidential, and other materials and information of a confidential
nature.
(b) "Confidential Information" shall not include any materials or
information which the Recipient shows:
(i) is at the time of disclosure generally known by or available to
the public or became so known or available thereafter through no
fault of the Recipient; or
(ii) is legally known to the Recipient at the time of disclosure by
the Company; or
(iii) is furnished by the Company to third parties without
restriction; or
(iv) is furnished to the Recipient by a third party who legally
obtained said information and the right to disclose it; or
(v) is developed independently by the Recipient either before or
after the term of the Recipient’s engagement as a consultant or
independent contractor to the Company where the Recipient can
document such independent development.
(c) "Confidential Materials" shall mean all tangible materials
containing Confidential Information, including without limitation
drawings, schematics, written or printed documents, computer disks,
tapes, and compact disks (CD), whether machine or user readable.
2. Restrictions
(a) Recipient shall not disclose any Confidential Information to third
parties without the prior written authorization of the Company.
Notwithstanding the foregoing, Recipient shall not at any time disclose
to any third party any Confidential Information comprising a trade
secret of the Company or any Confidential Information of any other party
to whom the Company owes an obligation. However, Recipient may disclose
Confidential Information in accordance with judicial or other
governmental orders, provided Recipient shall give the Company
reasonable notice prior to such disclosure and shall comply with any
applicable protective order or equivalent.
(b)Recipient shall not use any Confidential Information or Confidential
Materials of the Company for any purposes except those expressly
contemplated hereby or as authorized by the Company.
(c) Recipient shall take reasonable security precautions, which shall
in any event be as great as the precautions it takes to protect its own
confidential information, to keep confidential the Confidential
Information. Recipient may disclose Confidential Information or
Confidential Materials only to Recipient's employees or consultants on
a need-to-know basis. Recipient shall instruct all employees given
access to the information to maintain confidentiality and to refrain
from making unauthorized copies. Recipient shall maintain appropriate
written agreements with its employees, consultants, parent,
subsidiaries, affiliates or related parties, who receive, or have access
to, Confidential Information sufficient to enable it to comply with the
terms of this Agreement.
(d) Confidential Information and Confidential Materials may be
disclosed, reproduced, summarized or distributed only in pursuance of
Recipient's business relationship with the Company, and only as
otherwise provided hereunder. Recipient agrees to segregate all such
Confidential Materials from the confidential materials of others to
prevent commingling.
info: this idea is related to a website and some special software for it.
Thank you, Ali
Here is the best sample I can find but I'm not sure if this contract would be sufficient.
This AGREEMENT is made by and between Person A
and Person B effective as of November 8, 2008.
Project Reference: Information related, but not limited to, development
projects and assignments to be performed by the Recipient for the Company.
The Company possesses competitively valuable Confidential Information (as
hereinafter defined) regarding its current products, future products,
research and development, and general business operations. Recipient may
enter or has entered into a business relationship with the Company and in
connection therewith may need to review or use the Company's Confidential
Information and Materials or to create new Confidential Information and
Materials for the Company. In consideration of the promises and covenants
contained in this Agreement and the disclosure of Confidential Information
and Materials from the Company to the Recipient, the parties hereto agree
as follows:
1. Confidential Information and Materials
(a) "Confidential Information" shall mean any nonpublic information
that the Company specifically marks and designates, either orally or in
writing, as confidential or which, under the circumstances surrounding
the disclosure, ought to be treated as confidential or which the
Recipient creates or produces in the course of performing services for
the Company. "Confidential Information" includes, but is not limited to,
product schematics or drawings, descriptive material, specifications,
software (source code or object code), sales and customer information,
the Company's business policies or practices, information received from
others that the Company is obligated to treat
as confidential, and other materials and information of a confidential
nature.
(b) "Confidential Information" shall not include any materials or
information which the Recipient shows:
(i) is at the time of disclosure generally known by or available to
the public or became so known or available thereafter through no
fault of the Recipient; or
(ii) is legally known to the Recipient at the time of disclosure by
the Company; or
(iii) is furnished by the Company to third parties without
restriction; or
(iv) is furnished to the Recipient by a third party who legally
obtained said information and the right to disclose it; or
(v) is developed independently by the Recipient either before or
after the term of the Recipient’s engagement as a consultant or
independent contractor to the Company where the Recipient can
document such independent development.
(c) "Confidential Materials" shall mean all tangible materials
containing Confidential Information, including without limitation
drawings, schematics, written or printed documents, computer disks,
tapes, and compact disks (CD), whether machine or user readable.
2. Restrictions
(a) Recipient shall not disclose any Confidential Information to third
parties without the prior written authorization of the Company.
Notwithstanding the foregoing, Recipient shall not at any time disclose
to any third party any Confidential Information comprising a trade
secret of the Company or any Confidential Information of any other party
to whom the Company owes an obligation. However, Recipient may disclose
Confidential Information in accordance with judicial or other
governmental orders, provided Recipient shall give the Company
reasonable notice prior to such disclosure and shall comply with any
applicable protective order or equivalent.
(b)Recipient shall not use any Confidential Information or Confidential
Materials of the Company for any purposes except those expressly
contemplated hereby or as authorized by the Company.
(c) Recipient shall take reasonable security precautions, which shall
in any event be as great as the precautions it takes to protect its own
confidential information, to keep confidential the Confidential
Information. Recipient may disclose Confidential Information or
Confidential Materials only to Recipient's employees or consultants on
a need-to-know basis. Recipient shall instruct all employees given
access to the information to maintain confidentiality and to refrain
from making unauthorized copies. Recipient shall maintain appropriate
written agreements with its employees, consultants, parent,
subsidiaries, affiliates or related parties, who receive, or have access
to, Confidential Information sufficient to enable it to comply with the
terms of this Agreement.
(d) Confidential Information and Confidential Materials may be
disclosed, reproduced, summarized or distributed only in pursuance of
Recipient's business relationship with the Company, and only as
otherwise provided hereunder. Recipient agrees to segregate all such
Confidential Materials from the confidential materials of others to
prevent commingling.