COMMERCIAL-IN-CONFIDENCE
NON-DISCLOSURE AGREEMENT
AGREEMENT
BETWEEN:
AND:
RECITALS A. B.
NAME ADDRESS
(with each entity hereinafter called “the Party” and both entities called “the Parties”).
Whereas the Parties wish to pursue discussions concerning investment or other joint venture opportunities.
Whereas, during the course of discussions it may become desirable or necessary for the Parties to disclose to each other certain technical or business information of a proprietary or confidential nature, hereinafter referred to as “Commercial-In-Confidence Information” (CICI), and whereas, the Parties hereto are willing to provide for the conditions of such disclosure of CICI and the rules governing the use and the protection thereof.
AGREEMENT 1. Definitions As used in this Agreement the term “Commercial-In-Confidence Information” (CICI) shall
mean any information or data disclosed by either party to the other, pursuant to this Agreement, either in writing or orally, subject to the conditions set forth hereafter, and including without limitations any written or printed documents, samples, models, or any means of disclosing such CICI that the parties may agree and elect to use during the life of this Agreement.
2. Secrecy Undertaking 2.1. The information disclosed by either Party hereunder shall be deemed not to be CICI if:
2.1.1 it was already in the public domain at the time of its disclosure hereunder, or becomes
thereafter public knowledge other than through an act or negligence of either party; or
2.1.2 it is rightfully obtained at any time by either party or from other sources without restric