As a finance consultant, I have been asked by an inventor to sign his
confidentiality agreement(see below).I am willing to sign a
confidentiality agreement, but his agreement seems one-sided in his
favor. He has a reputation for being litigious. What changes should I
make in this agreement before I sign it? (I have changed the names.)
Confidentiality Agreement
THIS AGREEMENT dated the 10’th of August, 2003, by Ajax, Inc., a
Texas corporation having its principal place of business physically at
xxxxxxx with a mailing address of xxxxxxxxxx (“Ajax”) and Sundance
Corp., a Texas Corporation, and Mr. John Smith having a principal
place of business and a mailing address of xxxxxxxxxxx (“Smith”).
WHEREAS, Ajax and Smith are desirous of entering into certain
discussions concerning Ajax’s Laser Flash Technology, portions of
which are patent pending and portions of which are not patent pending,
yet are proprietary. And, where Ajax and/or Mr. Baker are interested
in a business relationship with Smith wherein Ajax will reveal
technology that is confidential, patented or patent pending. While
much of this technology is patented by Mr. Baker and/or Ajax, portions
are patent pending and may be either patented or patent pending from
time to time.
WHEREAS, in connection with the aforesaid, Ajax may disclose to Smith
proprietary and confidential information.
NOW, THEREFORE, the parties hereby agree as follows:
1. The term “Confidential Information” as used herein means any and
all disclosures relating to information, data, specifications,
formulas and design, construction, manufacturing and process
information or know-how, in or concerning Ajax’s Laser Flash
Technology, as well as information, data, specifications, formulas and
design construction, manufacturing and process information presented
to Ajax by Smith, which is sought by Ajax in writing, except:
(a) Information, which at the time of disclosure is in the public
domain;
(b) Information, which after disclosure, hereunder is published or
otherwise becomes part of the public domain through no fault of the
receiving party, but only after it is so published in the public
domain;
(c) Information received by the receiving party from a third party
who is legally in possession of the same and not under an
obligation of confidentiality with respect thereto; and
(d) Information, which the receiving party can show, was already in
the possession of the receiving party at the time of disclosure
hereunder.
p. 2.
2. Smith agrees that all confidential information received under this
Agreement shall be maintained in confidence. Smith agrees that all
confidential information shall be reduced to writing and clearly
identified as such during transfer or within 30 days of oral transfer.
Smith agrees not to use Confidential Information for any purpose
other than in accordance with this Agreement, to disclose, or make
available the same to any third party, without the expressed prior
written consent of Ajax and Mr. Baker. Ajax and Mr. Baker agree that
upon notice by Smith, Ajax and Mr. Baker shall stop transfer of
confidential information.
3. Smith agrees access to Confidential Information will only be
made to officers and employees whose duties justify their need to know
such information, such officers and employees will be informed of the
proprietary nature of the Confidential Information and the terms and
conditions of this agreement; Smith will use diligent efforts to
insure compliance therewith by each such officer and employee.
4. At the culmination of this contract and at Ajax’s request, Smith
shall return all Confidential Information, which has been reduced to
writing, retaining no copies thereof, except that one copy may be
retained for purposes of identifying obligations under this agreement.
5. Notices, demands, and related communications hereunder to Smith
must be given or sent in writing and shall be deemed to have been
given if delivered personally and shall be deemed to have been sent if
sent by certified mail with postage prepaid, or faxed, as follows:
(a) If intended for Ajax, addressed to Ajax, at:
Ajax, Inc.
xxxxxxx
Fax Number (212) 263-5541
(b) If intended for Sundance Corp. and/or Smith, addressed to:
Mr. Smith and Sundance Corp.
xxxxxxxxx
Either party may designate by notice in writing, a new address to
which any notice, demand or related communication may hereafter be so
given or sent.
7. This agreement defines the entire understanding of Ajax and Smith.
This agreement can be modified if so chosen in writing by both Ajax
and Smith.
8. Should any portion of this agreement be determined unenforceable,
that portion is not to affect the remaining agreement.
9. The laws of the State of Texas shall govern this agreement.
10. This agreement shall remain in effect for a term of five (5) years
from the date of signing and renews automatically in five (5) year
increments unless cancelled in writing by either party at least thirty
(30) days prior to the next renewal date.
Ajax, Inc. Mr. Smith and Sundance Corp.
By: ________________________ By: __________________________
Name: Mr. Baker Name: Mr. Smith
Individually and for
Title: President Sundance Corp. |
Request for Question Clarification by
denco-ga
on
08 Oct 2003 17:22 PDT
Howdy dickfeynman,
First, keep in mind the "Important Disclaimer: Answers and comments provided
on Google Answers are general information, and are not intended to substitute
for informed professional medical, psychiatric, psychological, tax, legal,
investment, accounting, or other professional advice."
That said, I can make specific recommendations to your Question, based on my
own experience with confidentiality agreements (having worked as a computer
professional for over 30 years), but with a caveat.
You will not see me, as a Google Answer Researcher, say this very often, but
I don't think my Answer would be worth $50.00. At least I don't think you
will think it is worth $50.00, because it is very straight forward, and not
that complex of an Answer. I have one reason why you might not want to sign
this agreement and a few why it might not matter if you do sign it.
Perhaps some other, more legal minded Answerer, can come with a very specific
legal answer that would be well worth the $50.00 offered.
Please advise. denco-ga
|
