Print Name: __________________________________
Dear Sir or Madame:
In connection with your discussions with __GBAstar__ and possibly one or more of his colleagues or associates (collectively, “__Company__”), __Company__ will provide to you certain proprietary business ideas and concepts. These ideas and concepts are referred to in this letter as “Confidential Information,” as such term is more specifically defined below.
“Confidential Information” shall mean confidential or proprietary, non-public ideas, plans, designs, concepts, trade secrets, “know-how” and other information that will be delivered, provided or otherwise disclosed to you by or on behalf of __Company__, whether oral, written, visual or in some other form, and whether or not identified as confidential.
As a condition to __Company__ furnishing to you any Confidential Information, you hereby agree as follows:
1. The Confidential Information will not be disclosed by you to anyone or used by you for any purpose other than to engage in discussions with __Company__. Without limiting the foregoing, you acknowledge that one or more of the ideas or concepts constituting Confidential Information that may be disclosed to you by __Company__ are ideas for new commercial enterprises or businesses and, accordingly, by signing this letter you are agreeing not to pursue those enterprises or businesses. In the unlikely event that you are requested or required by governmental order, judicial process or similar means to disclose any Confidential Information, you agree to provide prompt written notice to __GBAstar__ of such request and to cooperate with him, at his expense, in seeking to limit such disclosure and in seeking an appropriate protective order and confidential treatment.
2. Upon the request of __GBAstar__, you will promptly deliver to him or destroy all of the Confidential Information furnished to you (including any notes taken or other documents or materials containing Confidential Information, in whatever media they may exist), without retaining any copies or other reproductions thereof. In such event, you will continue to be bound by the terms and conditions of this letter.
3. This letter contains the entire agreement between you and __GBAstar__ with respect to the matters covered hereby, and no modification of this letter or waiver of its terms shall be binding on you or __GBAstar__, unless approved in writing by each of you and __GBAstar__, or, in the case of a waiver, by __GBAstar__. It is understood that no failure or delay by __GBAstar__ in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This letter shall be governed by, and construed in accordance with, the laws of the State of __State__ applicable to contracts executed in and to be performed in that state. This letter may be executed in one or more counterparts. Delivery of an executed counterpart of this letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this letter.
If you are in agreement with the foregoing, please sign and return one copy of this letter to __GBAstar__ which will constitute a binding agreement between you and __GBAstar__.
Sincerely,
________________________________
__GBAstar__
Acknowledged and agreed:
_________________________________
Print Name:
Date:
