CONFIDENTIALITY AND NONDISCLOSURE
CONFIDENTIALITY AND NONDISCLOSURE
The following information in this Business Plan is expressly stated as STRICTLY CONFIDENTIAL
AND PROPRIETARY and is intended only for the readership of the individual specified on page 4 of
this document. The voluntary reading of this bound document constitutes the reader's agreement
to the following terms:
Future Ink, Inc (the "Disclosing Party") possesses certain confidential proprietary information (the
"Confidential Information"); and in connection with the pursuit, evaluation and/or feasibility of a
business relationship, and/or the consummation of a transaction between the reader (the
"Receiving Party") and Disclosing Party (collectively, the "Business Purposes"), confidential
proprietary information of Disclosing Party may become available to Receiving Party.
The Disclosing Party desires to prevent the unauthorized use and disclosure of its confidential
proprietary information. In consideration of these premises and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties agree as follows:
1. Confidential Information. For purposes of this Agreement, Confidential Information shall mean
all strategic and development plans, financial conditions, business plans, co-developer identities,
data, business records, customer lists, project records, market reports, employee lists and business
manuals, policies and procedures, information relating to processes, technologies or theory and all
other information which may be disclosed by Disclosing Party or to which Receiving Party may be
provided access by Disclosing Party or others in accordance with this Agreement, or which is
generated as a result of or in connection with the Business Purposes, which is not generally
available to the public.
2. Non-disclosure Obligations. Receiving Party promises and agrees to receive and hold the
Confidential Information in confidence. Without limiting the generality of the foregoing, Receiving
Party further promises and agrees:
2.1 To protect and safeguard the Confidential Information against unauthorized use, publication or
disclosure;
2.2 Not to use any of the Confidential Information except for the Business Purposes;
2.3 Not to directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise
use any of the Confidential Information except as specifically authorized by Disclosing Party in
accordance with this Confidentiality Agreement;
2.4 Not to use any Confidential Information in any commercial activity which may be competitive
with the Disclosing Party;
2.5 To restrict access to the Confidential Information to those of its officers, directors, and
employees who clearly need such access to carry out the Business Purposes;
2.6 To require each of the persons to whom it provides access to any of the Confidential
Information to adhere to the terms and conditions of this Agreement, and, upon request of
Disclosing Party, to provide Disclosing Party with a copy of a written agreement to that effect, in a
form acceptable to Disclosing Party, signed by such persons;
2.7 To comply with any other reasonable security measures requested in writing by Disclosing
Party.
3. Exceptions. The confidentiality obligations hereunder shall not apply to Confidential Information
which:
3.1 Becomes public knowledge and is made generally available in the public domain, other than by
breach of the provisions of this Agreement prior to the disclosure by Recipient;
3.2 Is in the possession of Receiving Party with the full right to disclose prior to its receipt from
Disclosing Party, as evidenced by written records;
4. Return of Confidential Information. Receiving Party agrees, upon termination of the Business
Purposes or upon the written request of Disclosing Party, whichever is earlier, to promptly deliver
to Disclosing Party, all records, notes, and other written, printed, or tangible materials in the
possession of Receiving Party, embodying or pertaining to the Confidential Information.
5. No Right to Confidential Information. Receiving Party hereby agrees and acknowledges that no
license, either expressed or implied, is hereby granted to Receiving Party by Disclosing Party to any
of the Confidential Information.
5.1 Receiving Party further agrees that all inventions, improvements, copyrightable works and
designs relating to machines, methods, compositions, or products of Disclosing Party, directly
resulting from or relating to the Confidential Information and the right to market, use, license and
franchise the Confidential Information, or the ideas, concepts, methods or practices embodied
therein, shall be the exclusive property of Disclosing Party, and Receiving Party has no right or title
thereto.
6. No Solicitation of Employees. Receiving Party agrees that it not, for a period of five (5) years
from the date of this Agreement, initiate contact with Disclosing Party's employees to solicit, entice
or induce employees of Disclosing Party to terminate an employment relationship with Disclosing
Party to accept employment with Receiving Party.
7. Losses. Receiving Party agrees to indemnify Disclosing Party against any and all losses,
damages, claims, or expenses incurred or suffered by Disclosing Party as a result of Receiving
Party's breach of this Agreement.
8. Term and Termination. This Agreement shall commence on the date first written above.
Receiving Party's right to use the Confidential Information in connection with the Business Purposes
shall continue in effect for one year from the date first written above or until Disclosing Party
provides Receiving Party with written notice of termination of such right, whichever is earlier.
Notwithstanding the foregoing, Receiving Party's obligations with respect to the Confidential
Information hereunder shall continue in full force and effect until further notice from Disclosing
Party.
10. Successors and Assigns. Receiving Party shall have no right to assign its rights under this
Agreement, whether expressly or by operation of law, without the written consent of
DisclosingParty. This Agreement and Receiving Party's obligations hereunder shall be binding on
representatives, permitted assigns, and successors of Receiving Party and shall inure to the benefit
of representatives, assigns and successors of Disclosing Party.
11. Captions. The captions, which precede the paragraphs of this Agreement, are for convenience
and shall in no way affect the manner in which any provision hereof is construed.
12. Gender. Whenever the context so requires, the singular shall include the plural, and the plural
shall include the singular. The whole shall include all genders.
13. Agreement. This Agreement constitutes the sole understanding of the parties about this subject
matter and may not be amended or modified except in writing by each of the parties to the
Agreement.
14. Partial Invalidity. In the event one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement, but this
Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been
contained herein.
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Name (Signed)
______________________________
Date
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Name (Printed)
__________________________________
Telephone
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Full Address