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NONDIS.TXT
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1992-12-01
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<* Your Software Company Name Here *>
Nondisclosure Agreement
<* Your Software Company Name Here *><* Address Here *> and
_________________________________________________________________
(hereinafter referred to as "Recipient") hereby agree as follows:
1. The parties agree that it is necessary and desirable that <*
Your Software Company Name Here *> (hereinafter referred to as
"Software Company") disclose to Recipient confidential information
(hereinafter referred to as "Software Information") concerning any
or all of the current, future, or proposed products, pricing
policies, marketing programs, etc.;
2. Recipient agrees that the Software Information shall be used
solely for beta testing.
3. Recipient shall not communicate the Software Information to
any other third party and shall use its best efforts to prevent
inadvertent disclosure of Software Information to any third party.
4. Recipient shall neither use the Software Information nor
circulate it within its own organization except to the extent
necessary for beta testing discussions with authorized
representatives of the Software Company.
5. The obligations of 2, 3, and 4 above shall terminate with
respect to any particular portion of the Software Information if:
(a) it was on the public domain at the time of the Software
Companies communication therefor to Recipient;
(b) it entered the public domain through no fault of
Recipient subsequent to the time the Software Companies
communication therefor to Recipient;
(c) it was in Recipients possession free of any obligation of
confidence at the time the Software Companies communication
thereof to Recipient;
(d) it was rightfully communicated to the Recipient free of
any obligation of confidence subsequent to the time of the
Software Companies communication thereof to Recipient;
(e) it was developed by employees or agents of Recipient
independently of and without reference to any Software Information
or any other information that the Software Company has disclosed
in confidence to any third party; or
(f) when it was communicated by the Software Company to a
third party free of any obligation of confidence.
6. Communications from Recipient to personnel and authorized
representatives of the Software Company shall not be in violation
of the proprietary rights of any third party and shall be made
without any obligation of confidence.
7. This agreement shall govern all communication between the
Software Company and Recipient during the period from the date of
the agreement to the date on which which either party receives
from the other written notice that subsequent communications shall
not be so governed.
8. This agreement shall be construed in accordance with the laws
of the state of <* Enter Your State Here *>.
<* Your Software Company Name Here *>
By ___________________________________
Title ________________________________
Date _________________________________
Recipient
By ___________________________________
Title ________________________________
Date _________________________________