THIS CONFIDENTIALITY AGREEMENT (the "Agreement"), dated as of
___________________, by and between [company
or inventor], a [state] corporation
(["company short name or inventor name"]) and L. Tim Pearson, United
States Patent and Trademark Office registered patent agent number 53,446 ("Patent Agent"), regarding the
disclosure of information from [company]
to Patent Agent.
WHEREAS, [company] possesses
certain information that is non-public and proprietary in nature relating to
products, development, construction, and use of processes and equipment used in
the course of its business ("Confidential Information"); and
WHEREAS, Patent Agent desires to receive and [company] is willing to disclose Confidential Information for the
purpose of preparation and prosecution of patent applications (“Permitted
Use”).
NOW, THEREFORE, in consideration of the mutual promises contained
herein, [company] and Patent Agent
hereby agree as follows:
1)
[Company]
will disclose to Patent Agent Confidential Information and Patent Agent will
accept and hold Confidential Information in confidence in accordance with the
provisions hereof. The parties hereto agree
that Confidential Information may be in oral, written, observable, graphic,
pictorial, physical, computer-readable or any other form or medium.
2)
Patent Agent will keep Confidential
Information confidential, and without the prior written consent of [company], Patent Agent will not:
a) Distribute or
disclose to any other person, firm or corporation any Confidential Information
disclosed to it by [company];
b) Permit any
such third party to have access to the Confidential Information; or
c) Use the Confidential
Information disclosed for any purpose other than for the Permitted Use;
provided, however, that as to this section 2, Patent Agent agrees to transmit
Confidential Information only his agents and employees who need to know such
Confidential Information for the sole purpose of the Permitted Use and who have
agreed to be bound by the terms of this Agreement.
3)
In the event that Patent Agent is
required in any judicial or governmental proceeding other than during the
prosecution of a patent within the United States Patent and Trademark Office,
to disclose any of the Confidential Information, Patent Agent will give [company] prompt notice of such request
so that [company] may seek a
protective order. If, in the absence of a protective order, Patent Agent
determines that it is required to disclose such Confidential Information, he
may disclose such Confidential Information without liability hereunder;
provided, however, that Patent Agent gives [company]
written notice of the portion of Confidential Information to be disclosed as
far in advance of the disclosure as is practicable.
4) Confidential
Information does not include information that Patent Agent can clearly
demonstrate falls within any of the following:
a) Information that either is legally in Patent
Agent 's possession or publicly available to Patent Agent prior to the
disclosure of such information hereunder;
b)
Information
that, subsequent to its disclosure hereunder, becomes publicly available to
Patent Agent without any violation of this Agreement by Patent Agent; or
c) Information that becomes legally available to
Patent Agent on a non-confidential basis from any third party, the disclosure
of which to Patent Agent does not violate any contractual or legal obligation
such third party has to [company]
with respect to such information.
5)
For purposes of complying with the
obligations set forth herein, Patent Agent shall use
efforts fully commensurate with those that he employs for the protection of
his own privileged and confidential information.
6)
Upon the request of [company], Patent Agent will return all of the Confidential Information
and any notes, correspondence, analyses, documents or other records prepared in
connection with a review of Confidential Information, including all copies
thereof, then in the possession of Patent Agent or his agents or employees, either furnished by [company] hereunder or prepared by Patent Agent. Such
return, however, does not abrogate the continuing obligations of Patent
Agent under this Agreement.
7)
Patent Agent understands
and agrees that the value of Confidential Information survives the expiration
of this Agreement, and agrees to refrain from publishing or publicizing such
Confidential Information.
8)
This agreement shall promptly and automatically terminate
upon the lapse of a period of five (5) years commencing upon the date hereof.
However, the commitments set forth in 1-7 above shall, with respect to any
particular disclosure, continue indefinitely beyond the expiration of the
agreement.
9)
Patent Agent agrees
that, except as expressly stated herein, Patent Agent has no right or license of any kind regarding
Confidential Information received hereunder.
10)
This Agreement shall be governed by and
construed in accordance with the laws of the State of
11)
It is understood that this Agreement does not
obligate [company] or Patent Agent to enter into any further agreement.
12)
This Agreement may be executed in counterparts,
each of which when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer as of the date first
written above.
[company]
_______________________________________
[Company Representative]
Patent Agent
_______________________________________
L.
Tim Pearson
Patent Agent