This Non Disclosure/Confidentiality Agreement is between New Product Consulting, Inc. (Company) and person(s) (Client) performing the idea submission.
1. Client desires to disclose information regarding his/her idea (“Idea”) and/or other confidential or proprietary information (“Confidential Information”) to Company for purposes of assistance.
2. The Idea is as described in any communications and materials provided by Client to Company.
3. Confidential Information includes the Idea and all other information related to the Idea disclosed by Client to Company.
4. Confidential Information does not include information that (a) was in Company’s possession prior to disclosure by Client; (b) is lawfully received by Company from a third party; (c) is independently developed or discovered by Company; (d) is or becomes a matter of public knowledge other than through disclosure by Company in violation of this Agreement; (e) is disclosed by Client to a third party with no obligation of confidentiality.
5. Company shall protect the Confidential Information from unauthorized publication, dissemination, disclosure and/or use by or to third parties.
6. Company shall use the Confidential Information solely for the purpose of reviewing idea and offering services with respect to the Idea unless further services are requested in writing by the Client.
7. Client represents and warrants that he/she has the legal authority to disclose the Idea and Confidential Information to Company, and agrees to indemnify and hold Company harmless from any dispute, claim or other liability arising from or related to such disclosure by Client to Company.
8. All ownership interests in the Idea and the Confidential Information, including, but not limited to, intellectual property rights, trade secrets, and other legally protectable interests shall remain with the Client, any term, condition or other obligation of this Agreement to the contrary notwithstanding.
9. This Agreement may not be amended except in writing signed by the parties hereto.