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האם החתמה או דרישה לחתימה על מסמל זה היא פעולה חוקית? NON-CONFIDENTIAL DISCLOSURE AGREEMENT This Non-Confidential Disclosure Agreement (“Agreement”), effective , 2008, is made by and between _____________________________________, and _________________________________________ (each individually a “Party” and collectively the “Parties”). 1. SCOPE. This Agreement is made in order for the Parties to discuss certain technical and business information (“Information”) regarding ______________________________________________. For the purposes of this Agreement, a Party disclosing Information is referred to as “Discloser” and a Party receiving Information is referred to as “Recipient.” 2. NONCONFIDENTIAL. Discloser agrees that any Information whether in writing or communicated orally, is not confidential or proprietary information of Discloser or a third person and that Recipient has no obligation to hold same in confidence, and can reproduce, disclose, sell, and use such Information for any lawful purpose without restriction or accounting to Discloser; rather, Discloser may rely exclusively on any rights under existing or future patents or copyrights. Information does not have to be returned to Discloser. 3. ACKNOWLEDGEMENT. Discloser acknowledges that this Agreement and any meetings and communications of the parties relating to the same subject matter shall not constitute an offer, request, or contract with the other to engage in any research, development or other work. This Agreement does not constitute an offer, request or contract involving a buyer-seller relationship or venture, teaming or partnership relationship between the parties. This Agreement does not impair or restrict Recipient’s right to make, procure or market any products or services, now or in the future, which may be competitive with those offered by Discloser, or which are the subject matter of this Agreement. This Agreement shall not impair or restrict Recipient's right to enter into any agreement, partnership, teaming agreement or joint venture with another party regarding the subject matter of this Agreement. The Parties acknowledge that any money, expenses or losses expended or incurred by each Party in preparation for or as a result of this Agreement or other Parties' meetings and communications is at each Parties sole cost and expense. 4. MODIFICATION. The foregoing shall apply to any subsequent meetings or communications between Discloser and Recipient relating to the same subject matter unless this Agreement modified in writing and such writing is signed by Recipient. 5. ARBITRATION. Any claim, controversy or dispute between the Parties, their agents, employees, officers, directors or affiliated agents (“Dispute”) shall be resolved by arbitration conducted by a single arbitrator engaged in the practice of law, under the then current rules of the American Arbitration Association (“AAA”). The Federal Arbitration Act, 9 U.S.C. Sec. 1-16, not state law, shall govern the arbitrability of all Disputes. The arbitrator shall have authority to award compensatory damages only. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Each Party shall bear its own costs and attorneys' fees, and shall share equally in the fees and expenses of the arbitrator. The laws of Colorado excluding its conflicts-of-law rules shall govern the construction and interpretation of the Agreement, and the arbitration shall occur in Colorado. 6. ENTIRE AGREEMENT. This Agreement, together with any and all exhibits incorporated herein constitutes the entire Agreement between Recipient and Discloser with respect to the subject matter of this Agreement. This Agreement supersedes all previous Agreements between Recipient and Discloser relating to the subject matter hereto. IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to sign this Agreement as of the date first stated above. ________________________________________ ________________________________________ Signature Signature Printed Printed Title Title Date Date Address Address
האם החתמה או דרישה לחתימה על מסמל זה היא פעולה חוקית? NON-CONFIDENTIAL DISCLOSURE AGREEMENT This Non-Confidential Disclosure Agreement (“Agreement”), effective , 2008, is made by and between _____________________________________, and _________________________________________ (each individually a “Party” and collectively the “Parties”). 1. SCOPE. This Agreement is made in order for the Parties to discuss certain technical and business information (“Information”) regarding ______________________________________________. For the purposes of this Agreement, a Party disclosing Information is referred to as “Discloser” and a Party receiving Information is referred to as “Recipient.” 2. NONCONFIDENTIAL. Discloser agrees that any Information whether in writing or communicated orally, is not confidential or proprietary information of Discloser or a third person and that Recipient has no obligation to hold same in confidence, and can reproduce, disclose, sell, and use such Information for any lawful purpose without restriction or accounting to Discloser; rather, Discloser may rely exclusively on any rights under existing or future patents or copyrights. Information does not have to be returned to Discloser. 3. ACKNOWLEDGEMENT. Discloser acknowledges that this Agreement and any meetings and communications of the parties relating to the same subject matter shall not constitute an offer, request, or contract with the other to engage in any research, development or other work. This Agreement does not constitute an offer, request or contract involving a buyer-seller relationship or venture, teaming or partnership relationship between the parties. This Agreement does not impair or restrict Recipient’s right to make, procure or market any products or services, now or in the future, which may be competitive with those offered by Discloser, or which are the subject matter of this Agreement. This Agreement shall not impair or restrict Recipient's right to enter into any agreement, partnership, teaming agreement or joint venture with another party regarding the subject matter of this Agreement. The Parties acknowledge that any money, expenses or losses expended or incurred by each Party in preparation for or as a result of this Agreement or other Parties' meetings and communications is at each Parties sole cost and expense. 4. MODIFICATION. The foregoing shall apply to any subsequent meetings or communications between Discloser and Recipient relating to the same subject matter unless this Agreement modified in writing and such writing is signed by Recipient. 5. ARBITRATION. Any claim, controversy or dispute between the Parties, their agents, employees, officers, directors or affiliated agents (“Dispute”) shall be resolved by arbitration conducted by a single arbitrator engaged in the practice of law, under the then current rules of the American Arbitration Association (“AAA”). The Federal Arbitration Act, 9 U.S.C. Sec. 1-16, not state law, shall govern the arbitrability of all Disputes. The arbitrator shall have authority to award compensatory damages only. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Each Party shall bear its own costs and attorneys' fees, and shall share equally in the fees and expenses of the arbitrator. The laws of Colorado excluding its conflicts-of-law rules shall govern the construction and interpretation of the Agreement, and the arbitration shall occur in Colorado. 6. ENTIRE AGREEMENT. This Agreement, together with any and all exhibits incorporated herein constitutes the entire Agreement between Recipient and Discloser with respect to the subject matter of this Agreement. This Agreement supersedes all previous Agreements between Recipient and Discloser relating to the subject matter hereto. IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to sign this Agreement as of the date first stated above. ________________________________________ ________________________________________ Signature Signature Printed Printed Title Title Date Date Address Address