Non-Disclosure Agreement

Updated atOctober 2011

THIS AGREEMENT is made on ______________


  1. _____________________ (the "Disclosing Party"); and

  2. _____________________ (the "Receiving Party"),

    collectively referred to as the "Parties".


    1. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to [ ______________ ], which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.


  3. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived there from to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement

  4. This Agreement imposes no obligation on Receiving Party with respect to any portion of the information received from Disclosing Party which

    1. was known to Receiving Party prior to disclosure by Disclosing Party,

    2. is lawfully obtained by Receiving Party from a third party under no obligation of confidentiality,

    3. is or becomes generally known or publicly available other than by unauthorized disclosure,

    4. is independently developed by Receiving Party or

    5. is disclosed by Disclosing Party to a third party without a duty of confidentiality on the third party.

    6. is required by law or decree.

  5. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of...

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