Agreement, entered into as of this day of
, 19 , between Rooster Graphics International (hereinafter referred to as "RGI"), located at: 1112 Old West Wynnewood Road, Wynnewood, PA 19096 USA and
(hereinafter referred to as the "Recipient"), located at:
Whereas, RGI has developed certain valuable information, concepts, ideas, or designs, which RGI deems confidential (hereinafter referred to as the "Information"); and
Whereas, the Recipient is in the business of using such Information for its projects and wishes to review the Information; and
Whereas, RGI wishes to disclose this Information, as provided in this Agreement.
Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows:
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1. Disclosure
RGI shall disclose to the Recipient the Information, which concerns:
2. Purpose
Recipient agrees that this disclosure is only for the purpose of the Recipient's evaluation to determine its interest in the commercial exploitation of the Information.
3. Limitation on Use
Recipient agrees not to manufacture, sell, deal in, use in the production of products or services, or otherwise make use of or appropriate the disclosed Information in any way whatsoever, including but not limited to adaptation, imitation, redesign, modification, reengineering, or reverse engineering. Nothing contained in this Agreement shall be deemed to give the Recipient any rights whatsoever in and to the Information.
4. Confidentiality
Recipient understands and agrees that the unauthorized disclosure of the information by the Recipient to others would damage RGI irreperably. As consideration and in return for the disclosure of this Information, the Recipient shall keep secret and hold in confidence all such Information and treat the Information as if it were the Recipient's own property by not disclosing it to any person or entity.
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5. Good Faith Negotiations
If, on the basis of the evaluation of the Information, Recipient wishes to pursue the exploitation thereof, Recipient agrees to enter into good faith negotiations to arrive at a mutually satisfactory agreement for these purposes. Until and unless such an agreement is entered into, this nondisclosure Agreement shall remain in force.
6. Miscellany
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors, and assigns.
© Tad Crawford 1990
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