(SAMPLE)

Agreement No: 00000                   Consultant: Q.E.T.S

Effective Date: Month, Day, Year    Location: Newport, Washington

Your Company (YC) and Q.E.T.S agree to establish a confidential relationship to exchange certain confidential, proprietary, and financial information in accordance with the terms and conditions stated herein:

Purpose

YC will provide Strategic and Financial Information, together with Current and Planned Grant Information to Q.E.T.S as needed. Evelyn Johnson may be given access to data on personnel and salaries not publicly available.

All notices required by this License will be in writing and sent to the parties designated below.

The parties agree that this Agreement states the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written. This Agreement may only be amended in writing and signed by duly authorized representatives of both parties.

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1.1  Written

The disclosing party will identify all written information provided under this Agreement, regardless of the media on which it is contained, by including or affixing a legend stating that the information is confidential and proprietary information of the disclosing party and/or its suppliers prior to disclosure to the receiving party. Samples and prototypes will be considered written information for purposes of this agreement.

1.1  Verbal

Information verbally communicated by the disclosing party to the receiving party under this Agreement will be verbally identified as being confidential and proprietary information of the disclosing party and /or its suppliers prior to or simultaneous with disclosure to the receiving party.

2.1  Any information disclosed by either party to the other party will remain the property of the disclosing party and/or its suppliers. No license rights are granted of to the receiving party, directly or indirectly, to use the Information disclosed under this Agreement for any purpose other than for the Purpose stated herein.

2.2  Any information disclosed by either party to the other party will only be made available to employees, agents, or consultants of the receiving party who have a need to know and who have agreed in writing to abide by the terms and conditions of the Agreement prior to disclosure.

2.3  The receiving party will not reproduce the information provided under this Agreement in any manner or for any purpose without the prior written authorization of the disclosing party except as stated herein.

2.4  The receiving party will immediately notify the disclosing party of any disclosure, inquiry, or demand made by any third party regarding the information.

2.5  The receiving party will protect the information provided under this Agreement by taking all necessary and reasonable precautions to prevent unauthorized disclosure for a period of three (3) years from the date of disclosure.

3.  EXCEPTIONS TO OBLIGATIONS

3.1  The receiving party will not be liable under this Agreement for disclosure of information under the following circumstances:

3.2  The information required to be disclosed by judicial or governmental action after all available legal remedies to maintain the confidentiality of the information has been exhausted;

3.3  The information is made public through no fault of the receiving party;

3.4  The information was known to the receiving party prior to disclosure by the disclosing party and the receiving party provides written notice to the disclosing party to that effect any time after disclosure;

3.5  The information is independently developed by the receiving party subsequent to disclosure by the disclosing party.

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4.  RETURN OF INFORMATION

4.1  Any information disclosed under this Agreement, together with any and all authorized copies, will be returned by the receiving party to the disclosing party promptly upon the disclosing party’s written request or upon the termination of the Agreement.

5.  TERMINATION

5.1  Either party may terminate this Agreement if the other party becomes insolvent, files a Petition in Bankruptcy, ceases doing business, or fails to cure written notice specifying such breach.

5.2  The rights and obligations of the parties as set forth in Articles 2 and 3 will survive any termination of the Agreement.

6.  GENERAL

6.1  Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or impaired thereby,

6.2  The failure of either party to enforce any term or condition of this Agreement will not constitute a waiver of either party’s right to enforce each and every term and condition of this Agreement.

6.3  This Agreement will not be assignable by either party without the prior written consent of the other party. Any attempt to assign any part of this Agreement without such consent will be void.

6.4  This Agreement will be binding upon and inure to the benefit of the parties’ successors, legal representatives, and authorized assigns.

6.5  This Agreement will be interpreted and governed by the laws of the State of Washington.

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