Mutual Confidential Dislosure
Agreement
1. Both parties are DISCLOSERS and RECIPIENTS of their respective Confidential Information.
2. The term “Confidential Information” means any and all DISCLOSER business technical information, including,without limitation,specifications, drawings, software, current future business plans, product samples written, electronic verbal embodiments descriptions thereof, RECIPIENT reports analyses containing same based thereon.Confidential Information does include information becomes, generally available public or is already in RECIPIENT’s possession.
3. Each party receiving Confidential Information under this Agreement shall Confidential Information exclusively for the purpose evaluating a possible business relation between them.Both parties agree they will not disclose or use the other party’s Confidential Information any other way without first obtaining written permission from the DISCLOSER.
4. All tangible documentation and materials provided to either RECIPIENT under Agreement remain the property of DISCLOSER and shall be returned conclusion evaluation following written request from the DISCLOSER; RECIPIENT shall make no copies of any electronic tangible documentation or materials provided hereunder, except to the extent necessary to permit proper evaluation, RECIPIENT shall retain no copies, summaries, analyses or extracts thereof but shall destroy or return all such documents when originals are returned.
5. Each RECIPIENT’s duty t protect Confidential Information disclosed under Agreement shall extend or two (2) years from the date hereof.
6. Each RECIPIENT shall protect the other party’s Confidential Information by using the same degree of care, but no less thanreasonable degree of care, prevent the unauthorized use, dissemination or publication of such Confidential Information as RECIPIENT uses protect its own Confidential Information of a like nature.Each RECIPIENT shall not disclose the fact that discussions are have taken place,disclose Confidential Information to third parties, even in confidence, without first obtaining the written permission of the DISCLOSER.
7. RECIPIENT shall limit access to the Confidential Information provided hereunder to such their personnel and consultants as may be directly involved in the evaluation effort and no other personnel and RECIPIENT shall provide to DISCLOSER upon request, a list all RECIPIENT personnel and consultants having had access to such Confidential Information.
8. Neither party is obligated hereby to disclose any information or enter into any agreement relationship.Each party agrees to promptly notify the other of any unauthorized release of the other party’s Confidential Information.Each party acknowledges the unique nature of the other party’s Confidential Information, that money damages may not afford adequate remedy, that entitled to equitable relief in addition to other legal remedies for breach hereof. Each agrees that litigation hereunder may be brought in appropriate courts of Lake County, Illinois, and each consents jurisdiction such courts.In any dispute hereunder prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs
9. Neither party acquires any intellectual property rights under Agreement except the limited right to use set out in paragraph 3 above.
10. The parties do not intend that any agency, joint venture or partnership relationship be created between them by this Agreement paragraph 3 above.
11. This Agreement is made under and shall be construed according to the laws of Illinois.
