To understand your project to the best of my ability, it’s often times required to enter into an Industrial Designer Mutual Non Disclosure Agreement. That way, we can have an open and honest conversation about your proposed invention and project.
Here’s my mutual NDA for industrial design work that protects all parties and allows us to have a conversation that will encourage creativity.
This non-disclosure agreement (The “Agreement”), dated __________________, is by and between Paul Tamulewicz, LLC, an Ohio Limited Liability Company (PTLLC) and ____________________ (“OTHER PARTY”). Both parties recognize that there is a need for each party to disclose Proprietary Information to the other party. As an express condition to such disclosure, both parties agree as follows:
- Non-Disclosure and Limited Use: The party receiving Proprietary Information and any employee, director, officer, subsidiary or affiliate of it (the “Recipient”) shall hold all Proprietary Information (as defined in Paragraph 2) in strict confidence and shall not disclose any Proprietary Information to any third party. Recipient shall disclose Proprietary Information only to employees and consultants who need to know such information to evaluate the possible business transaction with the party disclosing such Proprietary Information (the “Discloser”), and who have signed agreements that obligate them to treat Proprietary Information as required under this Agreement. Recipient shall not use any Proprietary Information for any purpose except to evaluate the possible business transaction. Recipient shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Proprietary Information; provided, however, that such measures shall be no less stringent than measures taken to protect its own confidential and Proprietary Information. No copies or reverse engineering of any kind, of Proprietary Information may be made unless approved in writing by Discloser.
- Description of Proprietary Information: “Proprietary Information” in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned by Recipient, pertaining in any manner to the business of Discloser or to Discloser’s affiliates, subsidiaries, consultants or business associates, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in Recipient’s possession or part of Recipient’s general knowledge prior to exploring the possibility of a business transaction of mutual interest; or (iii) the information is disclosed to Recipient without confidential or proprietary restriction by a third party who rightfully possesses the information without confidential or proprietary restrictions. “Proprietary Information” includes, without limitation, the following: (a) computer (including handheld, portable computer, and website) and software user interfaces, designs, printouts and programs; (b) information about funding sources, costs, profits, markets, customers, partners and sales; (c) plans for future development and new product concepts; and (d) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to Recipient by Discloser, as well as written or verbal instructions or comments.
- Continuing Obligation and Return of Materials: Whether or not the business transaction that is the subject of negotiations hereunder is consummated, the covenants pertaining to non-disclosure shall remain in full force indefinitely, unless Discloser specifically and in writing agrees to release all or part of Proprietary Information from the non-discloser restrictions imposed herein. Upon conclusion or termination of discussions between PTLLC and OTHER PARTY, or at any time at Discloser’s request, (i) Recipient shall return immediately to Discloser all materials (in written, electronic or other form) containing or constituting Proprietary Information, including any copies, (ii) shall destroy any electronic versions including backup copies in email format, and if requested by Discloser, certify in writing destruction of the same, and (iii) Recipient shall not use Proprietary Information in any way for any purpose.
- Notice of Disclosure: In the event that Recipient is requested or becomes legally compelled to disclose any Proprietary Information of the other party, it is agreed that such party will provide the other with prompt written notice of such request(s) to enable the Discloser to seek a protective order to protect and preserve the confidential nature of the Proprietary Information. In such event, each party agrees that it will furnish only that portion of the Proprietary Information which is legally required and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Proprietary Information and other information which is being disclosed.
- Confidentiality of Discussions: Neither party shall disclose the existence of discussions between the parties hereto or the nature or substance of those discussions.
- Choice of Law: This Agreement will be governed by and construed in accordance with the laws of the State of Ohio without giving effect to its conflict of law rules. The parties intend that Section 7 (below) be enforced to the greatest extent in time, area and degree of participation as is permitted by law.
- Remedies: Recipient agrees that the unauthorized disclosure or use of Proprietary Information will cause irreparable harm and significant injury, which may be difficult to ascertain. Recipient recognizes that its violation of this Agreement could cause Discloser irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate. Therefore, Recipient agrees that Discloser shall have the right to apply to any court of competent jurisdictions for an order restraining any breach of threatened breach of this Agreement and for any other relief Discloser deems appropriate. This right shall be in addition to any other remedy available to Discloser in law or equity. PTLLC and OTHER PARTY each hereby waive any jurisdiction, venue and/or inconvenient forum objections to any state or federal court sitting in the State of Ohio, County of Cuyahoga.
- General: This Agreement shall be binding upon and for the benefit of PTLLC and OTHER PARTY and their successors and assigns. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement supersedes and replaces any existing agreement entered into by PTLLC and OTHER PARTY relating generally to the same subject matter, and may be modified only in writing signed by both parties. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof.