My Brain is your Brain

My Brain is your Brain

Introduction

Discloser and Recipient:

"Discloser" means IGD who is disclosing Confidential Information to the other party; and

"Recipient" means who is receiving Confidential Information from the other party; (Blake 2004)

Disclosee agrees that its obligations set forth in this Agreement are necessary and reasonable in order to protect the disclosing party. Disclosee expressly agrees that due to the assumed unique nature of the Inventor's Confidential Information, monetary damages would be inadequate to compensate Inventor for any breach by Disclosee of its covenants and agreements set forth in this Agreement. Accordingly, Disclosee agrees and acknowledges that any such violation or threatened violation shall cause irreparable injury to the Inventor and that, in addition to any other remedies that may be available, in Law, in equity or otherwise, the Inventor shall be entitled

(a) to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Disclosee, without the necessity of proving actual damages, and

(b)' to be indemnified by the Disclosee from any loss or harm, including but not limited to attorney's fees, arising out of or in connection with any breach or enforcement oft he Disclosee's obligations under this Agreement or the unauthorized use or disclosure oft he Inventor's Confidential Information.

Confidential Information may be disclosed as required by law. As used in this subsection, “required by law” shall include, but not be limited to, disclosures compelled by lawful subpoena, court order, or demand), or any other lawful process; provided, however, that to the extent reasonably practicable under the circumstances, immediately upon receipt of any such subpoena, order or demand, Component shall notify the disclosing party of the impending disclosure of records to afford that party an opportunity to avail itself of legal process to prevent the disclosure. This section shall not be construed to require Component, its governing board, or the State of Texas, nor any agent, employee or attorney in the service of any of them, to pursue any claim, defense, cause of action, or legal process or proceeding on behalf of R & D department. (Bailey 2006)

Confidential Information

Means all technical and/or business Information relating to:

Information which is disclosed verbally will also be considered "Confidential Information" if it is stated at the time of disclosure by the Discloser to the Recipient to be confidential or proprietary and it is reduced to writing and sent to the Recipient within thirty (30) days of the disclosure by the Discloser and the following types of Information and other Information of a similar nature, whether or not set forth in writing: discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, (Sanderson 2004)specifications, techniques, models, prototypes, data, source codes, object codes, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, "know how", trade secrets, marking techniques and materials, marketing and development plans, customer names and other Information related to customers, price lists, pricing policies and financial Information.

Draft Non-Discloser Agreement (NDA) protecting your research and development department's confidential Information

A non ...