NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made on [Date] between The Patent Experts- Sector 15 Noida, Uttar Pradesh India and [Firm/Company Name], [Address], with an intent to enter into discussions concerning a possible mutually beneficial business relationship.

In furtherance of such discussions, The Patent Experts and [Firm/Company Name],  wish to exchange certain confidential and proprietary information and materials subject to the terms and conditions set forth below. Information includes, but is not limited to, product designs, and prototypes, performance specifications, operating and maintenance procedures, technical, product and marketing materials and information, trade secrets, processes, formulae data and know how, improvements, inventions, techniques, marketing plans, strategies, and forecasts whether disclosed in writing or in machine readable form.

1. The Patent Experts shall:

• Use the Information solely for the purpose of evaluation of the business relationship hereby;
• Hold the information in confidence and shall not sell, assign, transfer or otherwise disclose the information, or any information or materials derived there from, to any third party without the prior written consent of the disclosing party;
• Employ at least the same degree of care to protect the secrecy and confidentiality of the information as it is used to protect its own confidential and proprietary information and materials, but in no event less than reasonable care; and
• Restrict the release, access and use of the information to those employees and officers who must have access to the information in order to permit the receiving party in good faith to fulfill its obligation in substance at least as strict as these.

2. The Patent Experts shall not:

• Remove any proprietary, copyright, trade secret or other proprietary rights legend from any form of information; or
• Make any public announcement of disclosure concerning the information of this Agreement beyond the disclosures authorized hereunder without the prior written consent of the other party.

3. Immediately upon written request by the other party, The Patent Experts shall return all copies of the information in its possession.

4. The Patent Experts confidentiality obligations shall not apply to information that:

• is known to the receiving party at the time of disclosure;
• is independently developed by the receiving party provided that party can show that such development was accomplished without the use of or any reference to the information;
• becomes known to the receiving party from another source without confidentiality restriction on subsequent disclosure or use;
• is or becomes a part of the public domain through no wrongful act of the receiving party; or
• is subsequently publicly disclosed by the disclosing party.

5. Title to the information and any copies thereof shall remain in the disclosing party. No rights or obligations other than expressly recited herein are to be implied here from.

6. This Agreement may only be modified by written agreement of both parties. Signatures -

Both the undersigned parties agree with the terms and conditions set forth above and obligations of confidentiality shall continue for a period of 1 year following the last disclosure of information hereunder.

For: The Patent Experts                                                                                                For: Person Name

Date:                                                                                                                                     Date:                

Authorized Signature:                                                                                                    Authorized Signature: