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| Jan 01, 2010 6:14 pm |
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re: re: re: re: re: Looking for Private Investors and Venture Capitalists for my product |
Scott Wolpow
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John,
Documenting your diagrams is prior knowledge. It will stand up as proof that you thought of it before hand. But it still does not protect you beyond that.
As for the stamps, it would have cost well over 25K to just get the country involved. This was back in 95. And it would have been a hard battle since most countries willing to do this, had already signed deals with one company.
The company I was working for were unwilling to risk the money.
The photos could never be marketed period. Stamps could have been, since they were issued by a sovereignty.
An NDA does not mean you do not trust the other person. It just means what you say or disclose is confidential.
Once you take their money, they are bound by other legal restrictions.
John, just curious how many NDA's have you signed and how many have you authored?
Here is one that I use. It was prepared by a invetment banking company with 3 Billion+ in assets. They use it on a regular basis. One of their partner companies also owns a NFL team. BTW it is a copyrighted document. Which means. DO NOT USE IT.
Confidentiality and Intellectual Property Agreement
This Confidentiality and Intellectual Property Agreement (this "Agreement’) is entered into as of, by and between., ("Discloser"), and., a ("Recipient"). Discloser and Recipient are referred to herein individually as a "Party," and collectively as the "Parties."
1. Background. In connection with.. (the “Transaction”), it is anticipated that Discloser will disclose or deliver to Recipient certain information and documentation of a proprietary, highly sensitive and/or confidential nature concerning Discloser and his Affiliates (as defined below). The Parties have entered into this Agreement in order to assure the protection and confidentiality of such information and documentation in accordance with the terms of this Agreement.
1. Disclosure of Confidential Information. Recipient shall hold in confidence the Confidential Information (as defined below), and shall not disclose such Confidential Information to any person outside its organization or within its organization other than those individuals within its organization who have a direct need to know for the purpose of facilitating the Transaction, whom are approved in advance by Discloser and whom agree in writing to be bound by the provisions of this Agreement to the same extent as if a party hereto. Recipient shall use the Confidential Information only for the purpose of facilitating the Transaction and shall not now, or at any time hereafter, use or exploit for itself or for any other person or entity, and shall not disclose to others, any Confidential Information. The obligations of Recipient specified in this Section 1 above shall not apply to such use or disclosure that is required by law or order of any governmental authority in which event Recipient shall, to the extent practicable, inform Discloser in advance of any such required use or disclosure, shall cooperate with Discloser in obtaining a protective order or other protection in respect of such required use or disclosure, and shall limit such use or disclosure to the extent possible while still complying with such requirements. Recipient shall use its best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.
1. Ownership of Intellectual Property. Recipient agrees that Discloser and/or his Affiliates are and shall remain the exclusive owners of its Intellectual Property. No license or conveyance of any such rights to Recipient is granted or implied under this Agreement.
1. Return of Documents. Recipient shall, upon the request of Discloser, return to Discloser all tangible manifestations of Confidential Information and Discloser’s and its Affiliates’ Intellectual Property received by Recipient pursuant to this Agreement (and all copes and reproductions thereof).
1. Confidential Information. As used in this Agreement, the term "Confidential Information" shall mean all information (whether or not specifically identified as confidential), in any form or medium, that is disclosed to Recipient that relates, directly or indirectly, to the business, services or research of Discloser or any of his investors, partners, affiliates, strategic alliance participants, officers, directors, employees or stockholders (collectively, “Affiliates”), including, without limitation: (i) internal business information (including, without limitation, financial information, information relating to strategic plans and practices, business, accounting, financial or marketing plans, practices or programs, training practices and programs, salaries, bonuses, incentive plans and other compensation and benefits information and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, Discloser, his Affiliates and their confidential information; (iii) industry research compiled by, or on behalf of, Discloser including without limitation, identities of potential target companies, management teams, and transaction sources identified by, or on behalf of, Discloser; (iv) compilations of data (including, without limitation, the form or format of information that may comprise or include information otherwise not deemed confidential) and analyses, processes, methods, techniques, systems, formulae, research, records, reports, manuals, documentation, models, track and performance records, data and data bases relating thereto; (v) data, techniques, sketches, drawings, models, inventions, ideas reduced to practice, know-how, processes, apparatus, equipment, manufacturing specifications, algorithms, software programs, software source documents, and formulae related to product lines and other current, future and proposed products and includes, without limitation, information concerning research, experimental work, development, design details and specifications and engineering and (vi) computer software documentation, data and data bases and updates of any of the foregoing.
1. Intellectual Property. As used in this Agreement, the term “Intellectual Property” shall mean all of the following items: (i) to the extent expressed in tangible form or otherwise reduced to practice, all ideas, inventions, designs, developments, devices, methods or processes (whether or not patented or patentable), all improvements related thereto, and all patents, patent applications, and patent disclosures related any of the foregoing, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof; (ii) all trademarks, service marks, trade dress, logos, trade names, domain names, and corporate names, together and including all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith; (iii) all copyrightable works, all copyrights, all mask works and all applications, registrations, and renewals in connection therewith; (iv) all trade secrets and Confidential Information; and (v) all other proprietary rights of every kind and description.
1. Complete Agreement; Binding Effect. This Agreement supersedes all prior agreements, written or oral, between Recipient and Discloser relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by the Parties. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and assigns.
1. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall be ineffective only to the extent of such invalidity, illegality or uneforceability, without invalidating any other provision of this Agreement.
1. Specific Performance. Recipient agrees and acknowledges that the provisions of this Agreement are necessary for the protection of the business and goodwill of Discloser and are considered by Recipient to be reasonable for such purpose. Recipient agrees that any breach of this Agreement will cause Discloser substantial and irreparable damages and, therefore, in the event of any such breach, in addition to any other remedies which may be available, Discloser shall have the right to seek specific performance and other injunctive and equitable relief (without the need for the posting of any bond or other security).
1. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
* * * * *
IN WITNESS WHEREOF, the Parties hereto have executed this Confidentiality and Intellectual Property Agreement as of the date first written above.
_____________________________
By:_______________________
Its: _______________________
______________________________
By:_______________________
Its: _______________________
Private Reply to Scott Wolpow (new win) |
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