NON-DISCLOSURE/NON-COMPETE AGREEMENT

This agreement is made as of the 23rd day of June, 1997, by and between: COMPANY NAME located in CITY, STATE and INVENTOR NAME.

This Agreement shall govern the conditions of disclosure by INVENTOR NAME to COMPANY NAME
of certain "Confidential Information" including but not limited to prototypes, drawings, data, 
trade secrets and intellectual property relating to the "Patent Pending" invention named 
"INVENTION TITLE" invented by INVENTOR NAME.
With regard to the Confidential Information, COMPANY NAME hereby agrees:

1. Not to use the information therein except for evaluating its interest in entering
   a business relationship with INVENTOR NAME, based on the invention.
2. To safeguard the information against disclosure to others with the same degree of care 
   as exercised with its own information of a similar nature.
3. Not to disclose the information to others, without the express written permission of
   INVENTOR NAME, except that:
   a. which COMPANY NAME can demonstrate by written records was previously known;
   b. which are now, or become in the future, public knowledge other than through acts or
      omissions of COMPANY NAME;
   c. which are lawfully obtained by COMPANY NAME from sources independent of INVENTOR NAME;
4. That COMPANY NAME shall not directly or indirectly acquire any interest in, or design,
   create, manufacture, sell or otherwise deal with any item or product, containing, based
   upon or derived from the information, except as may be expressly agreed to in writing by
   INVENTOR NAME.
5. That the secrecy obligations of COMPANY NAME with respect to the information shall continue
   for a period ending 3 years from the date hereof.

INVENTOR NAME will be entitled to obtain an injunction to prevent threatened or continued
   violation of this Agreement, but failure to enforce this Agreement will not be deemed a
   waiver of this Agreement.

IN WITNESS WHEREOF the Parties have hereunto executed this Agreement as of the day and year
   first above written.

COMPANY NAME 

By: _____________________________ Date: _____________

Title:___________________________
 

INVENTOR NAME and SIGNATURE 



****** This is a sample and is not to be considered as legal advice of any sort. ******
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