Confidential Disclosure Letter Agreement

[name – Patent Secret Co.]

[address]
[telephone number]

[date]

[name of Recipient(Invention Co.)]
[title]
[address]

Dear Sirs:

Re.:  Agreement to Keep Information Confidential

This letter shall constitute a letter agreement between us that information transmitted or otherwise disclosed by [name of Patent Secret Co.], a [type of organization] with offices at [address] (Patent Secret Co.) to you (Recipient(Invention Co.)), which relates to creation of new tooling for the production of a [specify type of product, e.g., computer game] to be called [specify name of product, e.g., “Widget”] (hereinafter the Property), including information relating to inventions, patent, trademark and copyright applications, improvements, know-how, specifications, drawings, cost and pricing data, process flow diagrams, bills, ideas, customer and supplier lists, and/or any other written material referring to same (Confidential Information), shall be retained in confidence by you, and your employees, affiliates, and/or subsidiaries, pursuant to the following terms and conditions:

1.  You agree to maintain in confidence any such Confidential Information disclosed by Patent Secret Co. relating to the above-described Property that was not previously known to you or to the general public, or that was not in the public domain prior to such disclosure.

2.  Such Confidential Information shall be maintained in confidence by you unless or until: (a) it shall have been made public by an act or omission of a party other than you; (b) you receive such Confidential Information from an unrelated third party on a nonconfidential basis; or (c) the passage of [number] years from the date of disclosure, whichever shall first occur.

3.  Upon request, you agree to promptly return to Patent Secret Co. any other materials obtained from or through Patent Secret Co., including all memoranda, drawings, patent, trademark and copyright applications, specifications, and process or flow diagrams, including any copies, notes or memoranda made by you that, in any way, relate to the Property or the Confidential Information disclosed or transmitted to you by Patent Secret Co..

4.  You agree that you will not, without first obtaining the prior written permission of Patent Secret Co.: (a) directly or indirectly utilize such Confidential Information in your business; (b) manufacture and/or sell any product that is based in whole or in part on the Confidential Information; or (c) disclose the Confidential Information to any third party.

Please indicate your acceptance of this Agreement by signing the original and enclosed copy of this letter at the place indicated below.  Please return the original to me and retain the copy for your records.

Very truly yours,

[name of Patent Secret Co.]

By_______________________
[name]
[title]

Agreed to and Accepted:

[name of Recipient(Invention Co.)]

By_________________________
Title:_____________________
Date:______________________