NON-DISCLOSURE/NON-COMPETE AGREEMENT

            This agreement is made as of the ____ day of _____________, 20__, by and between: _______________________________ (“Disclosee”) located at ________________________________and 			 (“Inventor”)  located_________________________________________.

             This Agreement shall govern the conditions of disclosure by Inventor to Disclosee of certain "Confidential Information" including but not limited to prototypes, drawings, data, trade secrets and intellectual property relating to the invention named __________________________________________________________________ invented by Inventor. 

With regard to the Confidential Information, Disclosee hereby agrees:

             1. Not to use the information therein except for evaluating its interest in entering a business relationship with Inventor, based on the invention.

             2. To safeguard the information against disclosure to others with the same degree of care as exercised with his or its own information of a similar nature.

             3. Not to disclose the information to others, without the express written permission of Inventor, except that:

a. which Disclosee can demonstrate by written records was previously known;
b. which are now, or become in the future, public knowledge other than through acts or omissions of Disclosee;
c. which are lawfully obtained by Disclosee from sources independent of Inventor;

             4. That Disclosee shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, containing, based upon or derived from the information, except as may be expressly agreed to in writing by Inventor.

            5. That the secrecy obligations of Disclosee with respect to the information shall continue for a period ending 3 years from the date hereof.

            Inventor will be entitled to obtain an injunction to prevent threatened or continued violation of this Agreement, but failure to enforce this Agreement will not be deemed a waiver of this Agreement.

IN WITNESS WHEREOF the Parties have hereunto executed this Agreement as of the day and year first above written.

DISCLOSEE: 					

By: 						               Date: 			

Title: 						

INVENTOR

							Date: 			
Print Name: