I. During the term of the Agreement,

(Inventor's Name)_________________________________________________________________________

(hereinafter referred to as "INVENTOR") agrees to supply proprietary information (hereafter referred to as "data")

to ____________________________________________________(hereinafter referred to as ("DISCLOSEE")

for the purpose of (Reason For Disclosure) ____________________________________________________.

Such data shall consist of:



2. Nothwithstanding that the term of this Agreement shall have expired, DISCLOSEE agrees to keep in confidence and prevent the use (except for purposes of this Agreement) or the disclosure to any person or persons outside of its organization, and limit the disclosure within the receiving party's organization, to employees having need-to-know, of all data received under this agreement which is designated in writing, or marked by an appropriate stamp or legend, by INVENTOR, to be of a proprietary or confidential nature. To be protectable hereunder, data which is first disclosed orally or by demonstration, must be identified as proprietary, and a copy delivered by the INVENTOR to DISCLOSEE, within thirty (30) days of such disclosure or demonstration. All protections and restrictions as to use and disclosures shall apply during such thirty (30) day period. No markings, stamps, or legends identifying proprietary or confidential information hereunder shall impose any obligations on DISCLOSEE inconsistent with this Agreement.

3. The above restrictions on use and disclosure shall not apply to such data if the same:

a. Is in the public domain or in the possession of DISCLOSEE without restriction at the time of receipt under this Agreement,

b. Is used or disclosed with prior written approval of DISCLOSEE,

c. Is used or disclosed after FIVE (5) YEARS from the date of the first receipt under this Agreement:

d. Becomes known to DISCLOSEE from a source other than INVENTOR without breach of the Agreement by DISCLOSURE:or

e. Is made available by INVENTOR to a third party on an unrestricted, non-confidential basis.

4.DISCLOSEE shall not be liable for inadvertent, accidental or mistaken use or disclosure of data obtained under this Agreement if it shall have exercised of the same reasonable precautions it takes to safeguard its own proprietary information. All copies of the data made by DISCLOSEE shall include all proprietary markings and other restrictive legends marked thereon.

5. Nothing in this Agreement shall grant either party the right to make commitments of any kind for, or on behalf of, the other party without the prior written consent of the other party. Nothing herein shall grant, expressly or implied, any ownership right or license to use (except for the purpose stated above) data disclosed hereunder.

6. The term of this Agreement, during which data may be accepted, shall be for a period of FIVE (5) YEARS from the date hereof:

8. The effective date of this Agreement is the date affixed below hereof by DISCLOSEE.

9. All notices hereunder shall be given by letter addressed as follows or such other address as a party may designate in writing to the other:

10. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of California.


By: By:
Date: Date: