You are on page 1of 5

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and

entered into this ___ day of September, 2006, by and between [CLIENT], a [__________________] (“[_____________]”) and [_____________], a [_____________________________] (“[________]“). WHEREAS, [CLIENT] and [__________________] desire to discuss the possibility of [CLIENT] and [_________________] entering into a business arrangement (the “Transaction”) and, accordingly, [____________________] desires to have [CLIENT] provide certain highly confidential information. WHEREAS, [CLIENT] (the “Disclosing Party”) may furnish to [__________________] (the “Reviewing Party”), from time to time, confidential information concerning certain inventions, know how, patent strategies and patent applications, research and development strategies, business plans, relationships, trade secrets, and other highly confidential information and documentation that is confidential, non-public, and/or proprietary in nature (the “Confidential Information”). WHEREAS, [CLIENT] seeks to protect fully the Confidential Information provided by it. NOW THEREFORE, the parties mutually agree as follows: SECTION 1. Maintenance of Confidentiality. The Confidential Information will be kept absolutely confidential and shall not, under any circumstances be disclosed by the Reviewing Party holding such Confidential Information in any manner whatsoever, in whole or in part. Within the Reviewing Party’s organization, the disclosed Confidential Information may be known only by its directors, officers, members, partners, or other employees with a “need to know” such information, consultants who have signed confidentiality agreements with the Reviewing Party, and the Reviewing Party’s attorneys. All such persons shall be provided with a copy of this Agreement. SECTION 2. Purpose of Disclosure. The sole purpose of disclosure of the Confidential Information to the Reviewing Party is to assist the Reviewing Party in its evaluation of a Transaction between [CLIENT] and [____________________] (as discussed above). The Reviewing Party is not to use the Confidential Information for any other purpose (e.g., to compete with the Disclosing Party). Nothing in this Agreement gives the Reviewing Party any rights in any Confidential Information of the Disclosing Party. If the Disclosing Party requests the return of such Confidential Information for any reason, the Reviewing Party must immediately return the Confidential Information (and any and all copies thereof) to the Disclosing Party. SECTION 3. Disclosure to Third Parties. Without the express prior written consent of the Disclosing Party, the Reviewing Party will not disclose Confidential Information to third parties (except in accordance with Section 1). In addition, neither party will disclose to any person or entity the fact that the Confidential Information has been made available, that discussions or negotiations are taking

Page 1

SECTION 5. No Warranties or Liability. Confidential Information Page 2 . EXPRESS OR IMPLIED. or (c) is already known to the Reviewing Party at the time of disclosure by the Disclosing Party or becomes known to the Reviewing Party by disclosure by a third party (which is not bound by a confidentiality agreement with the Disclosing Party). Each party consents and agrees. Each party acknowledges and agrees that a breach or attempted breach of any material provision of this Agreement will cause the other party substantial and irreparable harm. or proceeding (by oral questions. interrogatories. publishing. SECTION 7. In the event that such protective order or other remedy is not obtained. and permanent injunction restraining and enjoining a breaching Reviewing Party from disclosing. or (c) the execution by the parties of a definitive agreement. This Agreement will remain in effect until the earlier to occur of: (a) one (1) year from the date first written above. The Disclosing Party makes NO WARRANTIES. or other facts with respect to any such possible Transaction. indictment. in such event. and the Reviewing Party will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. civil investigative demand. including the status thereof. to a temporary restraining order. SECTION 6. If any dispute between the parties arises. or otherwise breaching or violating this Agreement. conditions. or similar process) to disclose any of the Confidential Information. Injunctive Relief. the Reviewing Party will furnish only that portion of the Confidential Information that is legally required. it shall not be necessary to post a bond or provide other security. therefore. it shall be the Reviewing Party’s burden to prove that any Confidential Information that it has disclosed or used (other than as provided for in Section 2 of this Agreement) falls within this exception. (b) the termination. SECTION 8. Term. The Disclosing Party shall have no liability for any expenses. in addition to any other remedies available to the other party at law or equity. or using the Confidential Information. subpoena. the Reviewing Party will provide the other party with prompt written notice prior to disclosure so that the other party may seek a protective order or other appropriate remedy. The confidentiality restrictions shall not apply to such portion of the Confidential Information that: (a) is or becomes generally available to the public. SECTION 4. (b) is independently developed by the Reviewing Party without any breach of this Agreement. Limitations on Confidential Information. of the discussions between the parties regarding the potential Transaction. Each party agrees that. in connection with any remedy sought pursuant to this Section 6. regarding the Confidential Information disclosed and shall have no liability for any errors or omissions in Confidential Information. preliminary injunction. If the Reviewing Party is requested or becomes compelled pursuant to a civil lawsuit or any criminal investigation. losses. Compelled Disclosure. requests for information or documents. in writing. or action incurred or undertaken by the Reviewing Party as a result of the receipt of Confidential Information.place or have taken place between the parties concerning a possible Transaction or any of the terms.

each of which shall for all purposes be deemed an original and all of which together shall constitute one and the same instrument. This Agreement may be modified or waived only by a separate writing signed by the parties expressly so modifying or waiving this Agreement. If any provision contained in this Agreement cannot be enforced to its fullest extent. This Agreement may be assigned only upon the prior written approval of both parties hereto. in any proceeding brought to enforce such provision. then such provision shall be enforced to the maximum extent permissible by law. This Agreement contains the entire agreement between the parties with respect to the matters contained herein and supersedes all existing agreements and all other oral. the plural shall include the singular and vice versa. All notices and communications hereunder shall be in writing and shall be deemed given when sent postage prepaid by certified mail (return receipt requested) by hand delivery (against a signed receipt). and the parties consent and agree that such provision may be judicially modified accordingly. This Agreement may be executed in counterparts. Number. Notices. or by nationally recognized overnight delivery service. and construction of this Agreement or any of its provisions shall be determined under the laws of the State of Maryland exclusive of conflicts of laws principles. The invalidity. then all notices and communications thereafter shall be addressed as provided in such notice.disclosed prior to the effective date of termination shall remain subject to the terms and conditions of this Agreement for a period of two (2) years after termination. legality. SECTION 12. [CLIENT] [CLIENT] ___________________________ ___________________________ ____________________________ ____________________________ ____________________________ [_________________] If a party furnishes the other with notice of a change of address. Governing Law. Where the context requires. SECTION 11. or other communications between the parties concerning the subject matter of this Agreement. will be binding upon. illegality. SECTION 9. written. The rights and obligations of the parties hereto will inure to the benefit of. or unenforceability of any provision of this Agreement shall not affect or limit the validity and enforceability of any other provision hereof. Entire Agreement. and will be enforceable by the parties hereto and their permitted successors and assigns. Severability. as provided in this Section 10. The validity. Assignment. Page 3 . SECTION 10. and Counterparts.

Signatures Appear on Following Page Page 4 .

WITNESS: [CLIENT] By: Name: Title: [_______________________] By: Name: Title: Page 5 . the parties have executed this Confidentiality and Non-Disclosure Agreement as of the day and year first above written.IN WITNESS WHEREOF.