Non-Disclosure Agreement



This document is an agreement and acknowledgement of confidentiality between


Discloser                                                                                 of  (city/state)                                                             and


Disclosee                                                                                 of  (city/state)                                                            


whereas Disclosee agrees to receive and review confidential information relating to the affairs and/or research and/or product development of Discloser, and to hold confidential such information pursuant to the terms of this agreement, for the purpose of establishing a business relationship with regards:


(Title of Invention)                                                                                                                                        


BE IT KNOWN that Discloser has furnished and/or shall furnish to Disclosee certain confidential information on the following conditions:


1.     Disclosee agrees to hold all confidential or proprietary information or trade secrets (hereinafter referred to as "information") in trust and confidence, and agrees that it shall be used only for the contemplated purpose(s); that it shall not be used for any other purpose, nor be disclosed to any other party; and.

2.     No copies will be made or retained of any written or electronically stored information supplied by Discloser without the express written consent of Discloser; and

3.     Upon the cessation of working relations between Discloser and Disclosee or upon demand by Discloser, all information including written notes, photographs, drawing, memoranda, electronically stored information and other materials pertinent to the information which Disclosee possesses shall be returned to Discloser; and

4.     This information shall not be disclosed to any employee, consultant, or other party unless they agree to execute and be bound by this agreement; and

5.     Breach of this agreement could cause substantial or irreparable damage to Discloser and Discloser may be entitled to injunctive relief and/or claims for damages stemming therefrom, including costs of legal counsel and proceedings; and

6.     It is understood that Disclosee shall have no obligation to any information generally known within the public domain prior to the date of this agreement, or which becomes common knowledge within the industry thereafter; and

7.     This agreement shall expire three years from the date of execution, or upon issuance of a patent(s) by the U.S. Patent Office for inventions relating to the proprietary information; and

8.     This obligation of confidentiality will not in any way apply with respect to information already known to Disclosee at the time of the disclosure, and to information which has been or is subsequently disclosed to Disclosee by third parties having no obligation to Discloser; and

9.     Should State law conflict with Federal law or with US Patent Office Rules and Regulations, both parties agree to abide by Federal law and with US Patent Office Rules and Regulations.

10. All disputes between the parties which are not resolved by means of direct negotiations between them and which arise out of this agreement shall be finally settled by binding arbitration. The arbitration shall be held in San Diego and conducted according to the rules of the American Arbitration Association If the parties cannot agree to an arbitrator, the arbitrator shall be appointed by the American Arbitration Association.                 


Signatures:         Discloser:                                          Disclosee



                              Date:                                                  Date: