CONFIDENTIAL DISCLOSURE AGREEMENT
Agreement between Ready for the coming of Christ, Inc. construction company, having a place of business at 170 Main Street, West Orange, N.J. 07052 (hereinafter called "discoler"), and
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(hereinafter called "the Undersigned" made on the date that this Agreement is signed by the Undersigned.
WITNESSETH:
WHEREAS, Disclosure is the sole owner of certain technical, business, and pending patent information relating to CONSTRUCTION MECHANISM EQUIPMENT, AND INVENTIONS AND INNOVATIONS FOR THE GOVERNMENT, for convenience herein called "Subject Information";
WHEREAS, Subject Information includes, but is not limited to product ideas, research, products, software, services, development, inventions, processes, drawings, models, engineering, marketing, design, materials, methods, specifications, and accessories thereto, as well as business plans and information regarding the same and also includes the fact and extent of Discloser's interest in the the same;
WHEREAS, the Subject Information was developed by Discloser and is of great and substantial value to Discoler;
WHEREAS, the Undersigned desires to learn more about the Subject Information for the purpose of
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WHEREAS, the parties each wish to maintain their respective rights without ever making the Subject Information public or common knowledge;
NOW, THEREFOR, the parties hereto agree as follows:
1. All Subject Information disclosed to the Undersigned wether orally, in writings drawings or embodies in models shall be presumed to be confidential and propietary information of Discloser unless it meets one or more of the limitations of subparagraphs 2(a) through 2(d) herein, and will be marked "CONFIDENTIAL" whenever possible and delivered in tangible form. Where information is given orally, it shall be confirmed promptly in writing as having been disclosed as confidential or proprietary.
Confidential Disclosure Agreement
2. The Undersigned does not consider itself to be a member of the general public for the purpose of receiving the proposed disclosure of the Subject Information and shall hold the disclosure of Subject Information in confidence, disclosing to its employees and employees of its affiliates' Subject Information only to the extent necessary to fulfill the intent and terms of this Agreement. This provision will not apply to such part of the Subject Information which the Undersigned can establish by tangible evidence:
(a) is or becomes publicly available through no fault of the Undersigned;
(b) is released by Discloser in writing;
(c) is lawfully obtained from third parties which generated such information independently of the Subject Information;
(d) is previously in the possession of or known by the Undersigned prior to receipt from Doscloser, as evidence by the written records of the Undersigned.
3. The Undersigned will not, have made, use or sell for its own purposes of any other, any parts, blue prints, or instructions that uses any of the Subject Information unless spcifically authorized by Discloser in writing by way of a purchase order, license agreement, or otherwise, or unless the Subject Information falls within one or more of the categories set forth in enumerated paragraph 2 of this Agreement.
4. No license, including no license under any copyright and no license under any aptent now or hereafter obtained, is granted, agreed to be rganted, or implied by either this Agreement, or the disclosure of the Subject Information.
5. Any disclosures the Undersigned may make to Discloser during the course of its dealing with Discloser shall be on the understanding that no confidential relationship, obligation, or liability whatsoever on Discloser is created or implied.
6. Any product ideas, research, products, software, services, development, inventions, processes, drawings, models, engineering, marketing, design, materials, methods, specifications, and accesories thereto, as well as business plans and information regarding the same developed by the Undersigned, is affiliates, or their employees or agents in connection with the disclosure of the Subject Information or in connection with carrying out any development or evaluation agreement with Discloser are the sole property of Discloser, unless otherwise agreed to by the parties to this Agreement.
7. The Undersigned may not disclose the Subject Information to persons other than employees or employees of its affiliates withought Discloser's prior written consent and the Subject Information may then only be shows to that person after showing that person a copy of this Agreement and having that person sign that copy to indicate agreement to maintain the secrecy of the information disclosed.
Confidential Discolsure Agreement
8. All Subject Information shall remain the property of the Discloser, unless otherwise agreed to by the parties to this Agreement. Upon demand, all such information, smaples embodying the same and copies thereof shall be imidiately returned including any written notes or materials which may have been made regarding or embodying the Subject Information.
9. This Agreement shall be governed by the laws of the State of New Jersey/Washington D.C. and there are no understandngs, agreements, or representations, expressed or implied, not specified herein. Discloser does not by this agreement intend to nor enter a joint venture with the Undersigned. This agreement may not be amended except in writing. The Undersigned agrees that it would be difficult to measure the damage to Discloser from the breach of the Undersigned's obligations hereunder, that injury to Discloser from any such breach would be impossible to calculate, and that monetary damages would be an inadequate remedy; accordingly, the UNdersigned agrees that discloser shall be entitled, in addition to all other temedies it might have, to injuctions or other appropriate orders to restrain the disclosure of Discloser's Subject Information.
10. This Agreement may not be terminated by Discloser at any time, or by the Undersigned upon establishing that the Subject Information falls within one or more of the categories set forth in enumerated paragraph 2 of this agreement in accordance with the terms of paragraph 2. In any event, the Agreement will terminate after seven years from the date it becomes effective.
11. Notwithstanding the foregoing enumerated paragraphs one through ten, inclusive, there will be no breach of this Agreement for any disclosure of the Subject Information as a result of mandatory legal process or as otherwise required by law.
Disclosers The Undersigned
By
