Page 302 - DMGT519_Conflict Management and Negotiation Skills

Conflict Management and Negotiation Skills

Notes Put it in Writing
Written deal serves three purposes:
 Communication: make sure all heard the same deal
 Commitment: signing the deal shows investment

 Contract: evidence of deal may be binding

Sample Non-Disclosure Agreement Template (NDA), Confidentiality Agreement Template
(ABC COMPANY) UNILATERAL
CONFIDENTIAL DISCLOSURE AGREEMENT
THIS AGREEMENT dated __________________, 20___ , by and between ABC Company, a (your
state) Corporation ("ABC Company") and ____________("Recipient").
WHEREAS, ABC Company and Recipient, for their mutual benefit and pursuant to a working
relationship which has been or may be established, anticipate that ABC Company may disclose or
deliver to a working relationship which has been or may be established, anticipate that ABC
Company may disclose or deliver to Recipient documents, components, parts, information, drawings,
data, sketches, plans programs, specifications, techniques, processes, software, inventions and
other materials, both written and oral, of a secret, confidential or proprietary nature, including
without limitation any and all information relating to marketing, finance, forecasts, invention,
research, design or development of information system and any supportive or incidental subsystems,
and any and all subject matter claimed in or disclosed by any patent application prepared or filed
by or behalf of by ABC Company, in any jurisdiction, and any amendments or supplements thereto
(collectively, "Proprietary Information"); and
WHEREAS, ABC Company desires to assure that the confidentiality of any Proprietary Information
is maintained;
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained
herein, ABC Company and Recipient hereby agree as follows:
1. For a period of sixty (60) months from the date hereof, Recipient shall hold in trust and
confidence, and not disclose to others or use for Recipient's own benefit or for the benefit of
another, any Proprietary Information which is disclosed to Recipient by ABC Company at
any time between the date hereof and twelve (12) months thereafter. Recipient shall disclose
Proprietary Information received under this Agreement to person within its organization
only if such persons (i) have a need to know and (ii) are bound in writing to protect the
confidentiality of such Proprietary Information. This paragraph 1 shall survive and continue
after any expiration or termination of this Agreement and shall bind Recipient, its employees,
agents, representatives, successors, heirs and assigns.
2. The undertakings and obligations of Recipient under this Agreement shall not apply to any
Proprietary Information which: (a) is described in an issued patent anywhere in the world, is
disclosed in a printed publication available to the public, or is otherwise in the public domain
through no action or fault of Recipient; (b) is generally disclosed to third parties by ABC
Company without restriction on such third parties, or is approved for release by written
authorization of ABC Company; (c) if not designated "confidential" at the time of first
disclosure hereunder, or is not later designated in writing by ABC Company within thirty
(30) days from disclosure to Recipient to be of a secret, confidential or proprietary nature; or
(d) is shown to ABC Company by Recipient, within ten (10) days from disclosure, by
underlying documentation to have been known by Recipient before receipt from ABC
Company and/or to have been developed by Recipient completely independent of any
disclosure by ABC Company.
3. Title to all property received by Recipient from ABC Company, including all Proprietary
Information, shall remain at all times the sole property of ABC Company, and this Agreement
shall not be construed to grant to Recipient any patents, licenses or similar rights to such
property and Proprietary Information disclosed to Recipient hereunder.
4. Recipient shall, upon request of ABC Company, return to ABC Company all documents,
drawings and other tangible materials, including all Proprietary Information and all
manifestation thereof, delivered to Recipient, and all copies and reproductions thereof.
Contd....

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