This Mutual Non-Disclosure Agreement (the
"Agreement") is made as of _______________, 2001 (the "Effective
Date"), by and between Gini Graham Scott and Changemakers, at 6114 La
Salle, PMB #358, Oakland, CA 94611 and ____________________________, a company
with its principal place of business at
_________________________________________ Participant"). Changemakers is in the business of
developing new products, designs, and creative content, and Participant is in
the business of________________________________. In order to pursue a mutual business purpose, partnership, or
alliance, the Participant and Changemakers recognize that there is a need to
disclose to one another certain confidential information of each party to be used
only for this business purpose, partnership or alliance, and to protect such
confidential information from unauthorized use and disclosure. (Any further
description of the businesses of the parties, business purpose of this
agreement, and nature of the confidential information to be shared is detailed
in Exhibit A).
In consideration of the other party's disclosure of
such information, each party agrees as follows:
1. This Agreement will apply to all confidential
and proprietary information disclosed by one party to the other party, which
the disclosing party identifies in writing as confidential before or within 7
days after disclosure to the receiving party ("Confidential
Information").
2. Each party agrees:
(i) to hold the other
party's Confidential Information in strict confidence,
(ii) not to disclose such Confidential Information
to any third parties, and
(iii) not to use any Confidential Information for
any purpose except for the business purpose, partnership, or alliance. Each
party may disclose the other party's Confidential Information to its
responsible employees with a bona fide need to know, but only to the extent
necessary to carry out the business purpose, partnership, or alliance. Each
party agrees to instruct all such employees not to disclose such Confidential
Information to third parties, including consultants, without the prior written
permission of the disclosing party. The standard of care to be exercised by the
receiving party to meet these obligations to hold in confidence shall be the
same standard exercised by the receiving party with respect to its own
proprietary information of a similar nature, and at least reasonable due care.
3. Confidential Information will not include
information which:
(i) is now, or hereafter
becomes, through no act or failure to act on the part of the receiving party,
generally known or available to the public;
(ii) was acquired by the receiving party before
receiving such information from the disclosing party and without restriction as
to use or disclosure;
(iii) is hereafter rightfully furnished to the
receiving party by a third party, without restriction as to use or disclosure;
(iv) is information which the receiving party can
document was independently developed by the receiving party;
(v) is disclosed with the prior written consent of
the disclosing party.
4. Upon the disclosing party's request, the
receiving party will promptly return to the disclosing party all tangible items
containing or consisting of the disclosing party's Confidential Information and
all copies of this material.
5. Each party recognizes and agrees that nothing
contained in this Agreement will be construed as granting any rights or
licenses to the receiving party, by license or otherwise, to any of the
disclosing party's Confidential Information except as specified in a future
licensing agreement or other type of contractual arrangement.
6. Each party acknowledges that all of the
disclosing party's Confidential Information is owned solely by the disclosing
party (or its licensors and/or other vendors) and agrees not to disclose this
information except as provided for in this agreement, with any breach subject
to the usual rights or remedies provided by law for such a breach.
7. This Agreement will be construed, interpreted,
and applied in accordance with the laws of the State of California (excluding
its body of law controlling conflicts of laws), and supersedes any prior
agreements, understandings and communications, oral or written, between the
parties regarding the subject matter of this Agreement.
8. This Agreement will remain in effect for three
years from the date of the last disclosure of Confidential Information, at
which time it will terminate.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers or representatives.
CHANGEMAKERS LICENSEE (PARTICIPANT) By: ____________________________ By: ____________________________ Title: _________________________ Title: ___________________________ Date: __________________________ Date: __________________________
1. Business of Participant: Manufacturing
and/or marketing of:
______________________________________________________________________
______________________________________________________________________
2. Business Purpose:
______________________________________________________________________
______________________________________________________________________
3. Confidential Information to be shared by
Changemakers:
______________________________________________________________________
______________________________________________________________________
4. Confidential Information to be shared by
Participant:
______________________________________________________________________
______________________________________________________________________
CHANGEMAKERS LICENSEE (PARTICIPANT)
By:
____________________________ By: ____________________________
Date: __________________________ Date: ________________________