Valley Forge Flag Company (hereinafter "VFF") and Your Name (hereinafter "Designer") wish to undertake discussions and a possible joint program concerning the development of specific, historic flag designs. Because the discussions and program may involve disclosure of confidential design and/or business information and samples (hereinafter referred to collectively as "Confidential Information"), VFF proposes that the program be carried out subject to the following terms and conditions:
- For a period of one (1) year following each disclosure under this agreement, the party receiving Confidential Information (hereinafter "the receiving party") shall hold the information in confidence, use it only for the purpose of this agreement and disclose it only to those employees or associates who have a need for such information in the performance of their duties associated with work hereunder and who have agreed in writing to maintain the information in confidence.
- The confidentiality obligations of the preceding paragraph shall apply only to information that is identified in writing as confidential and is disclosed in written form (or promptly confirmed in writing, if initially disclosed orally or by observation of samples or of process or equipment operation). However, these obligations shall not apply to information disclosed during the work hereunder which:
| (a) |
prior to the disclosure, was of record in the files of the receiving party; |
| (b) |
is or becomes available to the public from a source other than the receiving party; |
| (c) |
becomes known from a third party source having the right to disclose the information; |
| (d) |
is developed independently by employees or consultants of the receiving party, which employees or consultants had no access to the disclosure; or |
| (e) |
is released in writing from the obligations by the party that disclosed the information. |
No right or license, express or implied, is granted under any patent or patent application, trademark or trademark application, copyright or copyright application by this agreement.
All Confidential Information, including samples, shall remain the property of the party which disclosed it, and all Confidential Information in tangible form shall be returned to the disclosing party at the disclosing party's written request.
This agreement shall be effective as of the date of its acceptance by designer and shall expire one (1) year thereafter unless terminated earlier by either party upon sixty (60) days prior written notice to the other party, but such expiration or termination shall not relieve either party of any obligation created hereunder prior to expiration or termination.
If this agreement is satisfactory, please enter your email address below and click the "Accept" button.
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