EXHIBIT 10.5
CONFIDENTIALITY AGREEMENT - CORPORATION
CONFIDENTIALITY AGREEMENT NON-DISCLOSURE AGREEMENT
Elite Laboratories, Inc. of 000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000, a
Delaware corporation (hereinafter referred to as "ELITE") have in their
possession certain samples and confidential and proprietary information
(hereinafter referred to as "CONFIDENTIAL INFORMATION") related to products
developed by Elite.
It is understood that _________ hereafter referred to as "DISCLOSEE") desires to
obtain such samples and certain of this CONFIDENTIAL INFORMATION to enable it to
evaluate a possible business relationship with ELITE. It is understood that the
term DISCLOSEE includes, without limitation, all personnel, subsidiaries and
affiliate companies of DISCLOSEE.
It is understood and agreed that any information Elite discloses to DISCLOSEE
relating to in-vitro and in-vivo data, processes, marketing, formulae, plans,
know-how, patent applications and business information including the present and
future plans of ELITE shall be maintained in the confidence normally accorded
DISCLOSEE's own internal materials and shall not be used, except for the purpose
of evaluation in the furtherance of entering into an arrangement between ELITE
and DISCLOSEE for a period of ten (10) years from the date of disclosure by
ELITE.
ELITE is prepared to make certain of such CONFIDENTIAL INFORMATION available to
DISCLOSEE through its representatives, to the extent ELITE deems it necessary,
for the sole purpose stated above, provided that:
1 . DISCLOSEE agrees to hold such CONFIDENTIAL INFORMATION and any further
information developed in the course of its services in trust and confidence and
not to disclose to others, nor to use for any purpose other than that stated
above, any and all CONFIDENTIAL INFORMATION disclosed directly or indirectly to
DISCLOSEE by ELITE, except:
a) Information which, at the time of disclosure, is generally available
to the public and was separately obtained from such a source by DISCLOSEE;
b) Information which, after disclosure, becomes generally available
to the public, by publication or otherwise, through no fault of DISCLOSEE;
c) Information which DISCLOSEE can show was in its possession prior to
disclosure hereunder and which was not acquired directly or indirectly from
ELITE;
d) Information which DISCLOSEE can show was received by it after the time of
disclosure hereunder from a third party imposing no obligation of
confidentiality and who did not acquire any such information directly or
indirectly from ELITE; and e) Information which DISCLOSEE is required by law to
disclose.
For the purpose of the provisions of this paragraph, disclosures made to
DISCLOSEE which are specific, e.g. as to compositions, processes, operating
conditions, etc., shall not be deemed to be within the foregoing exceptions
merely because they are embraced by general disclosures which are generally
available to the public or in DISCLOSEE's possession. In addition, any
combination of features shall not be deemed to be within the foregoing
exceptions merely because individual features thereof are generally available to
the public or in DISCLOSEE's possession, but only if the combination itself and
its principle of operation are generally available or in DISCLOSEE's possession.
2. No right or license is granted by ELITE to DISCLOSEE in relation to such
CONFIDENTIAL INFORMATION except as expressly set forth in this Agreement.
3. DISCLOSEE shall return to ELITE, upon demand, any and all written documents
entrusted to it by ELITE hereunder and shall not copy or reproduce, in whole or
in part, any such documents without ELITE's written permission. One copy,
however, may be retained if desired by DISCLOSEE for legal purposes to show what
information had been provided to it.
ELITE LABORATORIES, INC.
Xxxx X. Xxxxx, Ph.D.
President
Date: Date:
