CONFIDENTIAL DISCLOSURE AGREEMENT
RECIPIENT:___________________________________________________
EFFECTIVE DATE:______________________________________________
This Confidential Disclosure Agreement (the AAgreement") is entered into between
Recipient and Protalex, Inc. ("Discloser"), and is made with respect to the
following recitals and agreements:
A. Recipient desires to examine engineering and technical data and
information, knowhow, patentable and unpatentable inventions, and
trade secrets and confidential information (the "Confidential
Information") relating to the business of Discloser in order to
further a potential or existing business relationship with Discloser.
B. Discloser is willing to disclose to Recipient the Confidential
Information on the terms and conditions set forth in this Agreement.
THEREFORE, in consideration of Discloser disclosing the Confidential Information
to Recipient, Recipient agrees as follows:
I . Recipient agrees that disclosure by Discloser of the Confidential
Information is made in confidence and that:
a. Recipient will make all reasonable efforts to maintain the
Confidential Information as confidential and secret. Recipient agrees
to use the same degree of care to avoid unauthorized disclosure, use,
or publication of the Confidential Information as it employs with
respect to its own confidential information.
b. Recipient may disclose the Confidential Information to its own
employees or agents to whom disclosure is reasonably necessary to
further Recipient's business relationship with Discloser. Recipient
agrees that it will take appropriate action (by instructions,
agreement, or otherwise) with such employees and agents in order to
satisfy Recipient's obligations under this Agreement with respect to
use, copying, protection and security of the Confidential Information.
c. Recipient will not disclose the Confidential information to any entity
outside of Recipient without the prior written consent of Discloser,
and without first obtaining from each such entity a confidentiality
agreement approved by Discloser.
d. Recipient agrees to use the Confidential Information only in
furtherance of its business relationship with Discloser.
e. Recipient will not otherwise use or dispose of the Confidential
Information except with the prior written consent of Discloser.
Discloser's consent may be withheld for any reason or no reason, and
may be granted upon such terms as Discloser may establish from time to
time.
f. Upon the termination of the business relationship between Recipient
and Discloser, or at Discloser's request, Recipient shall return to
Discloser all materials (including copies) comprising or including the
Confidential Information and given to or in possession or control of
Recipient.
g. The Confidential Information is provided to the Recipient on an "AS
IS" basis and Discloser makes no warranties, express or implied,
regarding the accuracy, use, or functionality of the Confidential
Information. The warranties of merchantability and fitness for
particular purpose or use are expressly disclaimed.
2. This Agreement is binding upon Recipient and on Recipient's directors,
employees, and agents for 2 years from the date of its signing by
Recipient. However, the obligations assumed by Recipient under this
Agreement shall not extend to any portion of the Confidential Information
which (a) is already known to Recipient as shown by pre-existing
documentation: (b) is or becomes publicly known through no wrongful act of
Recipient; (c) is disclosed to Recipient by a third person not in
violation of any obligation of nondisclosure owed to Discloser- (d) is
approved for release by written authorization of Discloser; or (e) is
developed independently by Recipient.
3. Recipient and Discloser agree that the validity, construction, and
performance of this Agreement is governed by the laws of New Mexico, and
that suit may be brought only in New Mexico to enforce the terms of this
Agreement.
AGREED:
(Recipient)
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By: Protalex, Inc., Managing Member
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