QuickPrototypes.com - Confidentiality
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At QuickPrototypes.com, we take confidentiality of your trade secrets seriously. Before beginning any project, we will enter a confidentiality agreement with your company. Please see the text of a sample agreement, below.

If you have any questions or suggestions, please contact us.



[COMPANY NAME]

CONFIDENTIALITY AGREEMENT (Sample)

This Confidentiality Agreement (the "Agreement") is entered into and is effective as of ______________, ________, by Segesman Corporation ("Segesman Corporation") and [Company Name].

WHEREAS, [Company Name], a(n) _______ ______________ whose address is ___________________________, may retain Segesman Corporation to provide certain services; and whereas, Company is and will be the owner of certain valuable Confidential Information (as defined below) and wishes to keep confidential all such information it owns; and

WHEREAS, in the course of discussions among Segesman Corporation and Company for the purpose of evaluating the desirability of retaining Segesman Corporation, and in the course of performing services for Company, certain of such Confidential Information of Company has already been, or in the future will be, accessed by, furnished to, or obtained by Segesman Corporation;

NOW, THEREFORE, IN CONSIDERATION OF the foregoing premises and the covenants and agreements below, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, Segesman Corporation agrees as follows:

1. CONFIDENTIAL INFORMATION

(a) "Confidential Information" means all materials containing confidential information of the Company which are marked as "Confidential" and have already been or will be furnished to Segesman Corporation by the Company, including, without limitation: (i) information of a business nature (including, without limitation, asset and liability information, business plans, costs, customer lists, financial statements, forecasts, market information, prices, product information, projections, purchasing information, sales information and supplier lists); (ii) information of a technical nature (including, without limitation, computer software, programs, source or object code, user manuals, documentation, designs, discoveries, drawings, formulas, inventions, know-how, labeling, manufacturing information, methods, packaging, processes, proprietary information, specifications, techniques, testing data and trade secrets); and (iii) information related to future developments (including, without limitation, future marketing or merchandising plans or ideas, new product ideas, and research and development).

(b) Confidential Information does not include information: (i) that is generally available to the trade or to the public through no fault or breach on the part of Segesman Corporation; (ii) that subsequently becomes available to the trade or to the public through no fault or breach on the part of Segesman Corporation, and then only after said later date; (iii) that Segesman Corporation rightfully possessed prior to disclosure to Segesman Corporation by Company; (iv) that is independently developed by Segesman Corporation without the use of any Confidential Information; or (v) that Segesman Corporation obtains in good faith from a third party who has the independent right to transfer or disclose such information.

2. USE. Segesman Corporation will protect the Confidential Information from disclosure with the same degree of care as it uses to protect its own information of a similar nature, and in no event with less than a reasonable degree of care. Segesman Corporation agrees to receive the Confidential Information only for the purposes of evaluation in connection with prospective retention to provide services to Company, or for the purposes of performing such services. Segesman Corporation is permitted to disclose any Confidential Information that it reasonably believes it is required by law to disclose. Upon the written request of Company at any time, Segesman Corporation agrees to deliver to Company all of the Confidential Information in Segesman CorporationÍŠpossession. Subject to the obligations above with respect to Confidential Information, Segesman Corporation shall be free to perform similar services for other clients in the future and to reuse the concepts, techniques, templates, and know-how used and developed for Company in the course of performing such services.

3. GENERAL. In the event that any provision of this Agreement is held to be invalid or unenforceable, the Agreement shall be construed so as to give effect to such term to the extent permissible under applicable law, and the remainder of the Agreement shall continue to be valid and enforceable. This Agreement constitutes the entire agreement between Segesman Corporation and Company with respect to the Confidential Information and supersedes all prior contemporaneous oral or written agreements concerning the Confidential Information. This Agreement may not be amended except by written agreement signed by authorized representatives of both Company and Segesman Corporation. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Ohio, without regard to their conflict of laws provisions. The state or federal courts located in Cuyahoga County, Ohio will hear and decide any claims arising from this Agreement, and Segesman Corporation submits to the exclusive jurisdiction of such courts and irrevocably waives any objection to such venue on the basis of inconvenient forum or otherwise. This Agreement shall remain in effect for a period of three (3) years from the date of disclosure of Confidential Information.

 

INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement as of the date first written above.

 

 

 

___________________________________

Company

___________________________________

By (Signature)

___________________________________

Printed Name

___________________________________

Title

 

 

___________________________________

Segesman Corporation

___________________________________

By (Signature)

___________________________________

Printed Name

___________________________________

Title

 

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