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Sample Nondisclosure Agreement - Glasser Legal Works

REPRINTED WITH PERMISSION FROM VOLUMES ONE AND TWO OF 
<i>The Emerging Growth Companies Series</i>
From <a href="http://www.legalwks.com/">Glasser Legal Works</a>
Order From 1-800-308-1700

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NONDISCLOSURE AGREEMENT

In connection with a proposed business relationship, ____________________
("Company") has disclosed or may disclose to you business information, technical
information and/or ideas ("Proprietary Information").

In consideration of any disclosure and any negotiations concerning the proposed
business relationship, you agree as follows:

1.	You will hold in confidence and not possess or use (except to evaluate
within the U.S. the proposed business relationship) or disclose any Proprietary
Information except information you can document (a) is in the public domain
through no fault of yours, (b) was properly known to you, without restriction,
prior to disclosure by Company, or (c) was properly disclosed to you by another
person without restriction, and you will not reverse engineer or attempt to
derive the composition or underlying information, structure or ideas of any
Proprietary Information. The foregoing does not grant you a license in or to any
of the Proprietary Information.

2.	If you decide not to proceed with the proposed business relationship or if
asked by Company, you will promptly return all Proprietary Information and all
copies, extracts and other objects or items in which it may be contained or
embodied.

3.	You will promptly notify Company of any unauthorized release of
Proprietary Information.

4.	You understand that this statement does not obligate Company to disclose
any information or negotiate or enter into any agreement or relationship.

5.	You acknowledge and agree that due to the unique nature of the Proprietary
Information, any breach of this agreement would cause irreparable harm to
Company for which damages are not an adequate remedy and that Company shall
therefore be entitled to equitable relief in addition to all other remedies
available at law.

6.	The terms of this Agreement will remain in effect with respect to any
particular Proprietary Information until you can document that it falls into one
of the exceptions stated in Paragraph 1 above.

7.	[This Agreement is governed by the internal laws of the State of and may
be modified or waived only in writing. If any provision is found to be
unenforceable, such provision will be limited or deleted to the minimum extent
necessary so that the remaining terms remain in full force and effect. The
prevailing party in any dispute or legal action regarding the subject matter of
this Agreement shall be entitled to recover attorneys' fees and costs.]

[COMMENT: The foregoing bracketed language is useful but not absolutely
necessary. Another optional provision is one that prohibits solicitation of
company employees and contractors, as in Section 5 of the Proprietary
Information and Inventions Agreements in Chapter 7.]

Acknowledged and agreed on ___________________, _______:

Name: ___________________________
(Print)

By: _____________________________
(Signature)