This Reciprocal Non-Disclosure Agreement (hereafter referred to as the "Agreement"
made and effective this ___ day of ____________, 2004 by and between
IFR WORLDWIDE,
(hereafter referred to as the "First Party"), and
______________________________________
(hereafter referred to as the "Second Party").
In furtherance of a possible business relationship, First Party and Second Party desire to arrange for each to receive
certain confidential and proprietary information of the other party.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Information.
For the purposes of this Agreement, "Confidential Information"
shall mean information or material that is confidential and proprietary to the disclosing party ("Owner"). Confidential Information
includes, but is not limited to, the following types of information and other information of a similar nature: screenplays,
designs, drawings, specifications, models, documentation, diagrams, marketing and development plans, business plans, financial
information, customer lists, and other similar information that is proprietary to and confidential information of the Owner.
Confidential Information that is disclosed orally must be identified as such in writing within five (5) days of disclosure.
2. Ownership.
All Confidential Information disclosed by Owner shall
remain the property of Owner. Nothing herein shall require the disclosure of any Confidential Information.
3.
Use of Information.
A.
A receiving party ("Recipient") shall use the Confidential Information only for the purposes of evaluating Owner's products,
services and any proposed business transaction. Following disclosure, Recipient shall keep confidential and not disclose the
Confidential Information to any other person, firm, or corporation [Non-Disclosure Period]. A Recipient shall be under no
obligation if any Confidential Information: (i) is or becomes part of the public domain other than by breach of this Agreement
by Recipient; (ii) is developed by Recipient independent of any Confidential Information; or (iii) is rightly received by
Recipient from a third party.
B.
First Party and Second Party each agree to restrict circulation of Confidential Information in their respective organizations
to those employees who need to receive Confidential Information in order to carry out the above-stated purposes and to give
such employees instructions to hold in confidence all Confidential Information made available to them and to use the Confidential
Information only for authorized purposes.
4. Return
of Information.
All Confidential
Information and copies thereof shall be returned to the Owner at Owner's request. At the Owner's option, Confidential Information,
including all copies, may instead be destroyed by Recipient, provided Recipient certifies such destruction to Owner within
5 days.
5. No Exclusivity
Nothing in the Agreement shall be construed to prohibit
either party from dealing with any other person, firm, or other entity regarding the distribution, purchase or use of any
product or service or for any other reason.
6. No Publicity.
Each party agrees that it will not, without the prior
written consent of the other, issue any press release or announcement or otherwise disclose the existence or nature of this
Agreement and/or proposed business arrangement.
7. No Assignment.
This Agreement may not be assigned by either party without
the prior written consent of the other party.
8. Severability.
If any provision of this Agreement shall be held invalid
in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.
9. No License.
Nothing herein shall be construed as a grant by an Owner
of any license, directly or by implication, estoppel or otherwise, in any Confidential Information.
10. Governing
Law.
This Agreement shall be construed
according to and governed by the laws of the Commonwealth of Massachusetts
11. Notices.
Any notice required by this Agreement or given in connection
with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage
prepaid, or recognized overnight delivery services;
If
to IFR... 480 Washington Street, Norwood MA 02062
If to The
Second Party... ________________________________________________
12. Final
Agreement.
This Agreement terminates
and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by
a further writing that is duly executed by both parties.
13. Headings.
Headings used in this Agreement are provided for convenience
only and shall not be used to construe meaning or intent.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the day and year first written above.
For Second Party:
Print Name: ________________________ Signature:
_________________________
Date: ______________
Print Name: ________________________ Signature: _________________________
Date: ______________
Print Name: ________________________ Signature: _________________________
Date: ______________
For IFR WORLDWIDE:
Print Name: ________________________ Signature: _________________________
Date: ______________
Confidential
Information Will Not Be Provided
Unless This
Agreement Is Accepted By IFR.
