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The below agreement is only a sample. I am not an attorney, and I am not liable for the use or mis-use of this agreement.

Non-Disclosure Agreement

_______________________________________(Recipient) agrees to maintain any and all confidential information regarding the

___________________________________________________

___________________________________________________ idea and/or invention devised in whole or in part by

_________________________________________________ (Inventor)

in confidence and not to use such information in any way for a period of 5 years without the Inventor's express written permission. Confidential information does not include: 1)information currently in the public domain, 2) information subsequently placed in the public domain except by breach of this agreement by Recipient, 3) information which Recipient can prove was in their possession at the time of this agreement, and 4) information provided by a third party provided the third party did not obtain the information directly or indirectly from Inventor. Any improvements, whether patentable or not, by Recipient shall be owned by Inventor except as subsequently agreed to or awarded. Patentable improvements by Recipient must be acknowledged by co-inventor status upon patent application by Inventor, No license other rights to the idea/invention are granted to Recipient by this agreement.

Recipient and Inventor further agree to submit any controversy or claim arising out of this agreement, or any breach thereof, which cannot be mutually settled between them, to binding arbitration to be administered by the American Arbitration Association in accordance with its rules. Any and all available evidence may be presented to the arbitrator(s). The arbitration decisions regarding any and all matters will be final.

In the event one party must resort to the courts after the other party fails to live up to an arbitration settlement, the Recipient and Inventor agree that the judgment on the award rendered by the American Arbitration Association arbitrator(s) may be entered in any court having jurisdiction thereof, and that, should the plaintiff party prevail, the other party will, in addition to the court judgment, pay all costs incurred.

The Inventor will retain an original of this agreement and agrees that the confidential information is being disclosed to the Recipient for each of the following purposes initialed by Inventor:

_____ Idea Evaluation* ______ Marketability Evaluation* ______ Development

______ Research _____ Prototyping

______ Manufacturing or Estimating

______ Development of Marketing Materials* * Marked activities will require limited disclosures but will be done as confidentially as is reasonable.

______________________________________ Inventor Signature

______________________________________ Printed Name

______________________________________ Representing (if applicable)

______________________________________ Recipient Signature

______________________________________ Printed Name

______________________________________ Representing (if applicable)

______________________________________ Date

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