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ition: Dated: ___________________________ ___________________________ __________________________ __________________________ Secrecy Agreement - 4 _ ___________________________ __________________________ __________________________ Signed for and on behalf of the Recipient's authorised representative: Secrecy Agreement - 3 Name: Signature: Posity and performance of this Agreement shall be governed by English law. Signed for and on behalf of the Owner's authorised representative: Name: Signature: Position: Dated: __________________________in the possession custody or control of the Recipient that bear or incorporate any part of the Proprietary Information. 5.1.3 5.1.4 5.1.5 5.1.6 5.1.7 6. 6.1 GOVERNING LAW The construction valid extent that the same is strictly required for the purposes of its evaluation by the Recipient; on request of the Owner made at any time shall deliver up to the Owner all documents and other material Information undertaking to maintain the same confidential, and shall take such steps as may be reasonably desirable to enforce such obligations; make copies of the Proprietary Information only to theoprietary Information and of the obligations on the Recipient in respect thereof; wherever reasonably practicable obtain a written statement from each of its employees having access to the Proprietarye employees of the Recipient who have reasonable need to see and use it for the purposes of its evaluation by the Recipient and shall inform each of said employees of the confidential nature of the Pror electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; allow access to the Proprietary Information exclusively to thosusual place of business of the Recipient in the United Kingdom, namely [enter address]; not use, reproduce, transform, or store any of the Proprietary Information in an externally accessible computer reon from all documents and other records of the Recipient; Secrecy Agreement - 2 5.1.2 keep all documents and any other material bearing or incorporating any of the Proprietary Information at the ES To secure the confidentiality attaching to the Proprietary Information, the Recipient shall: 5.1.1 keep separate all Proprietary Information and all information generated by the Recipient based the or more portions of the Proprietary Information shall not be deemed to be generally available to the public by reason only of each separate portion being so available. 5. 5.1 CONFIDENTIALITY MEASURformation shall not be deemed to be generally available to the public by reason only that it is known to only a few of those people to whom it might be of commercial interest, and a combination of two United Kingdom] through no act or default on the part of the Recipient or the Recipient's agents or employees. 3.1.2 3.1.3 4. 4.1 INCLUSIONS Without prejudice to the generality of clause 3.1.3 inions of confidence by a third party who has not derived it directly or indirectly from the Owner; is or becomes generally available to the public in printed publications in general circulation [in theietary Information was already in the possession of the Recipient and at its free disposal before the disclosure hereunder to the Recipient; is hereafter disclosed to the Recipient without any obligatrictions on the Recipient shall not apply to any Proprietary Information which: 3.1.1 the Recipient can prove by documentary evidence produced to the Owner within 28 days of disclosure that such Proprnot directly or indirectly use or disclose any of the Proprietary Information in whole or in part save for the purposes of and in accordance with this Agreement. 3. 3.1 EXCEPTIONS The foregoing restystem with a view to its taking a licence in respect thereof from the Owner; and 2.1.2 to maintain confidential all Proprietary Information that it may acquire in any manner; and it will accordingly he Recipient, the Recipient hereby undertakes: 2.1.1 to use all Proprietary Information so disclosed exclusively for the Secrecy Agreement - 1 purpose of evaluating the commercial potential of the s other material bearing or incorporating any information relating to the System. 2. 2.1 UNDERTAKINGS OF THE RECIPIENT In consideration of the Owner disclosing information relating to the System to ton of the Owner and which relates to the System, including without limitation data, know-how, formulae, processes, designs, photographs, drawings, specifications, software programs and samples and anyty. (B) OPERATIVE PROVISIONS: 1. 1.1 INTERPRETATION For the purposes of this Agreement "Proprietary Information" means any and all information which is now or at any time hereafter in the possessi to evaluate the System with a view to taking a licence to manufacture and sell the same, the Owner is willing to disclose information relating to it to the Recipient under conditions of confidentiali for [describe in outline the novel system] ("the System"), and is the owner of confidential information relating to the System and of any intellectual property rights therein. To enable the Recipiente of company or business] whose [registered office ­ if a company] or [principal place of business- if a business] is at [________]. (2) RECITALS: (A) The Owner has developed a process and apparatusARTIES: (1) 20 "The Owner": [enter name of company or business] whose [registered office ­ if a company] or [principal place of business- if a business] is at [________]. "The Recipient": [enter namTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. The use of these materials is subject to the "Terms and Conditions" found at findlegalforms.com. SECRECY AGREEMENT (LONG FORM) DATE: PTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR O AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSBILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS. THE MATERIALS ARE USED AT YOUR OWN RISK. IN NO EVENT WILL: I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS,torney-Client / Solicitor-Client relationship is created by use of these materials. THESE MATERIALS ARE PROVIDED "AS-IS." FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITAThe use of these materials is not a substitute for legal advice. Only an attorney / solicitor can provide legal advice. An attorney / solicitor should be consulted for all serious legal matters. No Atmeasures to be taken by the recipient. Ensure an address is inserted at clause 5.1.2. Clause 2 Clause 5 DISCLAIMER: FindLegalForms, Inc. ("FLF") is not a law firm and does not provide legal advice. could easily substitute the definition `System' for `Product'. This clause sets out the obligations of confidentiality on the recipient of the information. This clause deals with the confidentiality of the parties and state whether they are a business or company. Please provide a brief description of the idea. In this draft we have envisaged that the inventor has developed a business system. Youthan it is stolen? As in common with all our agreements it is straightforward and self explanatory. We would draw your attention to the following clauses: Parties Recital A Enter carefully the details a professional person who should be taken seriously. Do not feel embarrassed about asking an investor to enter into this Secrecy Agreement. Surely it is far better that your idea is protected rather r business systems to insist that any investors enter into the Secrecy Agreement. It will at least make investors think twice before stealing your idea. It will also show them immediately that you arethe Inventor other than recourse to the Courts to obtain an injunction or damages. This can of course be very expensive and complex. That being said we strongly urge any potential inventors of ideas ohe inventor, the policing of any Secrecy Agreement is very difficult. If an Investor steals an idea that is disclosed to him pursuant to a Secrecy Agreement there really are few options available for er to decide whether to invest. The investor will not disclose the idea to any other third parties or copy or use the idea for himself. Please note that although the agreement is intended to protect tdeveloped an idea and requires funding to develop the idea further. It confirms that the Inventor owns the idea and that the investor can only use the information disclosed to evaluate the idea in ordThe Secrecy Agreement (sometimes referred to as a non disclosure agreement or `NDA') is the document that is to be used to attempt to bridge these problems. This simply states that the `Inventor' has ventor' is concerned about revealing his idea to a stranger who may `steal' the idea. On the other hand an investor will not commit any money to a project if he does not know what he is investing in. COMMENTARY SECRECY AGREEMENT The Secrecy Agreement is to be used in circumstances where someone has developed a great idea but they need funding to take the project forward. Problems arise when an `in