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Non-Disclosure
& Confidentiality Agreement Form
for
Prospective Clients
THIS
AGREEMENT is effective as of the last date of execution by the undersigned
and is made by and between JAMES D. MEADOWS & ASSOCIATES, INC., a
Tennessee corporation located at 170 East Main Street, D-137, Hendersonville, TN
37075 (hereinafter referred to as "MEADOWS & ASSOCIATES"),
and (insert company name)
____________________________________________________________________________
, a company organized under the laws of the State of
______________________, located at (insert address)
________________________________________________________________________________________
_________________________________________________ (hereinafter
referred to as the "PROSPECTIVE CLIENT", jointly referred top as
the "PARTIES".
WHEREAS,
the PROSPECTIVE CLIENT has developed and/or owns certain inventions, trade
secrets, product concepts, secret processes, secret designs, drawings,
renderings, prototypes, models, designs, engineering and technical
information, financial information, pricing methods, business plans,
business strategies/practices, and/or other confidential information
relating
to_________________________________________________________________________________________
______________________________________________________________________________
(insert descriptive title) (hereinafter referred to as the
"PROPERTY"), and whereas MEADOWS & ASSOCIATES, desires to
examine the PROPERTY for purposes of evaluating certain commercial and/or
technical aspects thereof, the PARTIES hereby agree that the PROSPECTIVE
CLIENT shall make to MEADOWS & ASSOCIATES and MEADOWS & ASSOCIATES
shall receive from the PROSPECTIVE CLIENT confidential disclosure of the
PROPERTY on the terms and conditions herein set forth and solely for the
purposes stated above.
In
consideration of the disclosures to be made by the PROSPECTIVE CLIENT to
MEADOWS & ASSOCIATES and the mutual promises and covenants hereinafter
contained, the PARTIES further agree as follows:
1)
For the sole purpose of enabling MEADOWS & ASSOCIATES to
evaluate certain technical aspects of the PROPERTY, the PROSPECTIVE CLIENT
agrees to disclose the PROPERTY to MEADOWS & ASSOCIATES.
2)
MEADOWS & ASSOCIATES agrees that all right, title and interest
in the PROPERTY is and shall remain solely the property of PROSPECTIVE
CLIENT.
3)
The PROSPECTIVE CLIENT acknowledges that MEADOWS & ASSOCIATES
may, in the process of evaluating the PROPERTY, disclose MEADOWS &
ASSOCIATES-owned confidential and proprietary information to the
PROSPECTIVE CLIENT. The
confidentiality and on-use obligations of this Agreement are mutual and
apply to the PROSPECTIVE CLIENT with respect to MEADOWS & ASSOCIATES'
confidential and proprietary information as well as to MEADOWS &
ASSOCIATES with respect to the PROSPECTIVE CLIENT'S' property.
4)
MEADOWS & ASSOCIATES understands that certain aspects of the
PROPERTY derive economic value from not being generally know to others.
MEADOWS & ASSOCIATES agrees that it, its officers, employees,
agents and others acting on behalf of MEADOWS & ASSOCIATES shall
maintain the PROPERTY in confidence and shall not disclose the PROPERTY to
anyone else, nor use said PROPERTY for the benefit of MEADOWS &
ASSOCIATES, for their own benefit or for the benefit of others without the
written consent of PROSPECTIVE CLIENT.
The
provisions of this paragraph shall not apply to any disclosures made by
the PROSPECTIVE CLIENT to MEADOWS & ASSOCIATES: (1) which without
violating any legal right of the PROSPECTIVE CLIENT were known to or used
by MEADOWS & ASSOCIATES prior to the earliest date of disclosure by
the PROSPECTIVE CLIENT to MEADOWS & ASSOCIATES as evidenced by the
prior written records of MEADOWS & ASSOCIATES;
2) which without violating any legal right of the PROSPECTIVE
CLIENT and through no fault of MEADOWS & ASSOCIATES are lawfully and
in good faith disclosed to MEADOWS & ASSOCIATES by a third party
rightfully in possession of said information; or 3) which without
violating any legal right of the PROSPECTIVE CLIENT and through no fault
of MEADOWS & ASSOCIATES is or becomes available in the public domain.
5)
The PROPERTY shall only be disclosed to such officers, employees,
agents or others acting on behalf of MEADOWS & ASSOCIATES as is
required for the proper evaluation thereof, and such parties shall be
fully bound by the provisions thereof.
6)
Nothing in this Agreement shall be construed as expressly or
implicitly granting to either party any right or license under any patent,
trade secret, or know-how now or thereafter possessed by the other party.
7)
MEADOWS & ASSOCIATES agrees to promptly return to the
PROSPECTIVE CLIENT all descriptions, drawings, models, samples or other
materials pertaining to the PROPERTY upon the written request of the
PROSPECTIVE CLIENT.
8)
The terms of this Agreement shall remain in force indefinitely with
respect to trade secrets of the PROSPECTIVE CLIENT and shall remain in
force for a period of three (3) years from the date of the execution of
this Agreement for all other aspects of the PROPERTY.
9)
This Agreement shall be interpreted in accordance with the laws of
the State of Tennessee,
USA.
Any dispute hereunder shall be resolved by binding and final
arbitration in accordance with the laws of the state of Tennessee.
IN
WITNESS WHEREOF, the PARTIES have caused this Agreement to be signed and
sealed as of the date indicated below.
JAMES
D. MEADOWS & ASSOCIATES, INC.
Signed
________________________________________
Date _______________________
PROSPECTIVE
CLIENT
Company Name ____________________________________________________
Signed
________________________________________
Date ______________________
Print
Name _____________________________________
Phone
______________________________
Fax ___________________________________
Email
________________________________________
*
What is the content/complexity of this project?
_______________________________________________________________________________________
*
Can you estimate how much has been spent trying to correct this problem?
_______________________________________________________________________________________
*
What is prospective client's estimate of how long this project with
Meadows & Associates may take?
_______________________________________________________________________________________
*
How long has prospective client been working on trying to fix problems
related to these drawings?
_______________________________________________________________________________________
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