CONFIDENTIAL DISCLOSURE AGREEMENT
In order to facilitate the exchange of information between Freestyle
Publications, Inc. (DBA Health Design Consultants) and:
_______________________________
Company Name
_______________________________
Address
_______________________________
City, State, Zipcode
the parties agree as follows:
1. Any information which is proprietary to one party to this Agreement and is
transmitted by said one party to the other party to this Agreement and
which is identified as confidential or proprietary at the time of its
transmission to the other party will be received and held in confidence in
accordance with paragraph 2 (ii) for a period of four (4) years from the
date of such transmittal. Proprietary information transmitted in writing
shall be marked "Confidential" or "Proprietary" by the transmitting party.
Proprietary information transmitted orally or visually which is to be
protected under the terms of this Agreement shall be so designated at the
time of disclosure followed by a subsequent reduction to documentary form
marked as proprietary, and submitted to the receiving party within thirty
(30) days from the date of initial presentation. It is agreed that unless
prior written approval is obtained from the divulging party, information
received and accepted in confidence will not be disclosed to others without
the written permission of the divulging party.
2. Notwithstanding the provisions of paragraph one of this Agreement:
(i) The parties shall not be required to maintain confidential or be
restricted in their use of any information which:
(a) was in the public domain at the date of disclosure;
(b) becomes public knowledge during the terms of this Agreement
without default by the receiving party;
(c) the receiving party can show was in its possession prior to
disclosure by divulging party;
(d) is independently developed by the receiving party by persons
not having access to the proprietary information of the
disclosing party, or
(e) is legally acquired by the receiving party from a third party
without restriction.
(ii) For the purpose of protecting proprietary information received from
a party hereunder, the parties will use efforts commensurate with
those they employ for the protection of corresponding information of
their own; but a receiving party shall not be liable for any
unauthorized disclosure of proprietary information received
hereunder which occurs in spite of such efforts.
3. Any information or other material supplied under the terms of this
Agreement remains the sole property of the company supplying it and
nothing contained herein constitutes a conveyance of any rights other than
those specifically set forth.
4. Neither of the parties hereto will imply in any manner that the other
party hereto endorses or takes any position regarding any information
exchanged under this Agreement.
5. Neither of the parties is committed to disclose any information or to
undertake any activity hereunder. Either party shall be free to elect
whether or not any disclosure or activity shall be conducted by it and the
extent of activity undertaken.
6. If it is determined that there is any interest in the information
exchanged hereunder it is contemplated that a supplemental cooperative
agreement will be negotiated to determine the future relationship of the
parties. Any resulting cooperative agreement would govern the handling of
information transmitted hereunder.
7. Should any portion of this Agreement be held to be void or otherwise not
enforceable, such lack of enforceability shall not affect the other
portions of this Agreement and the parties will continue to abide by the
terms of such remaining portions.
8. This Agreement can be terminated by either of the parties upon written
notice to the other. Such notice of termination shall be effective thirty
(30) days after the receipt of such notice and shall be effective to
terminate this Agreement as regards information received after effective
termination, but shall not affect the parties' rights and obligations as
to information received before that date. Notice of termination or other
written notices of confidentiality are effective after posting if sent by
first class mail unless actually received at an earlier date.
-2-
FREESTYLE PUBLICATIONS, INC. __________________________________________
Company Name
________________________________ __________________________________________
Signature Signature
________________________________ __________________________________________
Printed Name Printed Name
________________________________ __________________________________________
Title Title
________________________________ __________________________________________
Date Date
-3-
