CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (this
"Agreement") is made effective as of date:__________________,
between _________________________, of Wheatland, Wyoming, and
Buyer’s Name: _________________________, address:
_________________________,
_________________________, ___ __________.
In this Agreement, the party who owns the Confidential Information will be
referred to as Potential Seller, (Known as the “Seller”) and the party to whom
the Confidential Information will be disclosed will be referred to as "potential
buyer: _________________________(Buyer)".
_________________________ is engaged in _________________________
_________________________ is engaged in _________________________
_________________________
_________________________ has represented that _________________________ will
protect the confidential material and information which may be disclosed between
any or both parties. Therefore, the parties agree as follows:
I.
CONFIDENTIAL INFORMATION.
The term "Confidential Information" means any information or material which is
proprietary to The seller, whether or not owned or developed by The Seller ,
which is not generally known other than by (The Company Name:
_________________________, and which may obtain through any direct or indirect
contact with _________________________.
a. Confidential Information includes without limitation:
- business records and
plans, tax returns, financial statements,
and other proprietary information.
b. Confidential Information does not include:
and any other information that both parties agree in writing is not
confidential.
II.
PROTECTION OF CONFIDENTIAL INFORMATION.
Buyer
understands and acknowledges that the Confidential Information has been
developed or obtained by Buyer by the investment of significant time, effort and
expense, and that the Confidential Information is a valuable, special and unique
asset of all financial or business information which provides Seller
with a significant competitive
advantage, and needs to be protected from improper
disclosure. In consideration
for the disclosure of the Confidential Information, Buyer agrees to hold in
confidence and to not disclose the Confidential Information to any person or
entity without the prior written consent of
Seller.
III.
NO WARRANTY. Buyer
acknowledges and agrees that the Confidential Information is provided on an AS
IS basis. No parties or related
firms MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY
AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT SHALL Seller
or their accounting firm BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR
USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. Seller does not represent or
warrant that any product or business plans
disclosed to Buyer will be marketed or carried out as disclosed, or at all.
Any actions taken by Buyer or Seller in response to the
disclosure of the Confidential Information
shall be solely at the risk of Buyer .
IV.
LIMITED LICENSE TO USE.
Buyer
shall not acquire any intellectual property rights under this Agreement except
the limited right to use set out in writing.
V.
GENERAL PROVISIONS.
This Agreement sets forth the entire understanding of the parties regarding
confidentiality.
Any amendments must be in writing and signed by both parties.
This Agreement shall be construed under the laws of the State of Wyoming
. This Agreement shall not be
assignable by either party, and neither party
may delegate its duties under this Agreement, without the prior written
consent of the other party.
The confidentiality provisions of this Agreement shall remain in full
force and effect after the effective date of this Agreement.
Information Owner: (Seller or Potential Seller)
_________________________
By:
____________________________________________________
_________________________
Recipient: (Buyer, or Potential Buyer)
_________________________
By:
____________________________________________________
_________________________