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Confidentiality Agreement
Sample Unilateral Form of Agreement
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YOUR EXECUTION OF A COPY OF THIS AGREEMENT, AND YOUR ACCEPTANCE OF THESE MATERIALS, INDICATES YOUR AGREEMENT WITH ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, WHICH YOU HAVE SIGNED SEPARATELY AND AS A CONDITION PRECEDENT TO REVIEWING THESE MATERIALS, AND SHALL BE BINDING ON YOU, YOUR COMPANY, AND YOUR REPRESENTATIVES.
SAMPLE COMPANY LLC, State of _____ limited liability company, and/or its related companies (collectively, the "Company") is currently, or may potentially enter into a business relationship with you, your company, or others that you may represent, or for other reasons will be disclosing information of the nature described below to you. This information to be disclosed to you, in connection with planned or prospective projects, Company business activities, and related company matters is herein collectively referred to as "Company Matters," which term shall also included any individual components of Company Matters.
The Company will be making available to you, or you will have access to, both orally and in writing, various descriptions, plans, ideas, and concepts that may be included in Company Matters. These descriptions and concepts may include, without limitation, the basic nature of a project or projects, concept plans, show and set elements, animation elements, operational concepts, major special effects elements, and budget and schedule information.
All of the foregoing information is the exclusive property of the Company, as well as other information we will be disclosing to you, and it is confidential and proprietary in nature. Such information has been gathered and developed by the Company at considerable cost and should not be made available to persons other than those specially designated by the Company. In fact, such information could be of considerable value to our competitors who could either utilize the information for their own projects or choose new elements to effectively compete against our projects. Further, even the mere fact that we are developing a project or an element of a project of the nature and general content that will be disclosed to you would be of potential value to our competitors who might select their own future attractions or elements thereof with a view toward competing against our projects and/or various Company Matters.
We therefore require, and you agree, that all information learned by you and, if applicable, all members of your staff, your subcontractors and your subcontractors staff, both detailed information and even the basic nature of Company Matters (where such is not publicly known), be kept strictly confidential. You agree to make no use, nor authorize any use, for such information for any purpose whatsoever, whether for your own benefit or the benefit of others. You also agree to take appropriate measures with all members of your staff, your subcontractors, and your subcontractors' staff who will be exposed or have access to such information to insure that they are aware of their duty of confidentiality. No rights or licenses in connection with such information are granted by this agreement by implication or otherwise.
You will be bound by this Agreement and your obligations of confidentiality for a period of __ years after our discussions and/or business association has been terminated. As part of our discussions and relationship, you may make information available to the Company. Any such information shall not be proprietary, and the Company shall be entitled to utilize any designs, concepts, ideas or the like reviewed or discussed with you, without any claim from or liability to you, your company, or your representatives.
Any use or disclosure of information disclosed under this agreement without the Company's prior written consent shall entitle us to injunctive relief restraining such unauthorized use or disclosure, together with damages, costs, and attorney's fees. Any modifications, adaptations, utilizations, designs or inventions based upon or arising from the information disclosed under this agreement which are made by you or, if applicable, your employees or subcontractors, either solely or jointly with our employees shall be and remain our sole property.
You agree to return to us all copies of any material supplied to you under this agreement immediately upon our request and you further agree that you shall not make nor authorize or permit to be made any duplicate copies of any materials supplied by us without our express written permission.
This agreement shall be construed in accordance with the laws of the U.S. State of ________, excluding any laws regarding the conflict or choice of laws, and jurisdiction and venue of any disputes arising hereunder shall be in any court empowered to enforce this agreement in the State of _____.
Your signature below will indicate your agreement with all the terms and provisions of this Confidentiality Agreement, and shall be binding on you, your company, and your representatives.
ACKNOWLEDGED, AFFIRMED, AND AGREED TO:
By:
Name:
Title:
Date:
Related Topics
Sample Liability Waiver
Sample Work-for-Hire Agreement
About Ideation
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Related Topics
Ideation
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Stonecreek Partners Resource pages are provided freely and without limitation for personal, private, non-commercial use, and may be linked to as a source page. All resource page information is based on 30 years of practitioner's experience of Stonecreek Partners' principals, in the retail, entertainment, hotel, residential, and commercial real estate industries.
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