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This Agreement, effective the date of _______________, between Dr. Richard Pavelle for Invent Resources, Inc. (hereafter First Party) of Winchester, MA, and _______________ (hereafter Second Party) of _______________, shall cover the conditions of disclosure of certain confidential and proprietary information between the Parties. Whereas, the Parties have each made certain developments relating to ___________, which developments are confidential to the Party that shall be disclosing such developments hereunder; and Whereas, the Parties are desirous of exchanging information relating to their respective developments (hereafter "INFORMATION") on a confidential basis so as to allow their evaluation or development of a technology or business arrangement based on the INFORMATION; and Whereas, the Parties wish to define the manner in which such INFORMATION is to be exchanged or used by the Parties. Now, THEREFORE, the Parties agree as follows: 1. It is agreed that each Party will use the INFORMATION disclosed to it by the other Party only for evaluation purposes, unless otherwise agreed in writing, and shall not use the INFORMATION for any other purpose of their own or of any third party. 2. A disclosure will be deemed to be disclosed under this Agreement and included within the INFORMATION only if: (a) in the event of a disclosure in written or in sample form, it is clearly marked "Confidential" or otherwise contains or bears an appropriate legend to indicate that the same is proprietary or confidential to the disclosing Party; or (b) in the event of disclosure in oral form, it is identified at the time of disclosure as being proprietary or confidential to the disclosing Party and it is reduced to writing by the disclosing Party either concurrently or within thirty (30) days of such oral disclosure. 3. Each Party receiving such INFORMATION shall use at least the same degree and kind of care and discretion to avoid disclosure, publication or dissemination of the INFORMATION received as it would use with respect to its own similarly valuable confidential information. 4. The obligation of confidentiality and non-use specified in this Agreement shall not apply to INFORMATION which: (a) is known to the receiving Party prior to its disclosure by the disclosing Party; or (b) is independently developed by the receiving Party; or (c) is or becomes publicly available without fault of the receiving Party; or (d) is disclosed to the receiving Party by a third party having the legal right to so disclose. 5. Nothing in this Agreement shall be construed, by implication, estoppel, or otherwise, as establishing any type of commitment or right, either expressed or implied, between the Parties in respect of any INFORMATION disclosed under this Agreement. 6. The obligation of confidentiality created by this Agreement shall remain in effect for five (5) years from the date of receipt of such INFORMATION. 7. The obligation of non-use created by this Agreement shall remain in effect until such INFORMATION enters the public domain other than through the breach of the receiving Party's obligations hereunder. 8. The Parties agree that any threatened or actual breach of this Agreement by receiving Party would cause irreparable damage to disclosing Party. Therefore, the Parties agree in addition to the disclosing Party's remedies at law to the granting of injunctive relief to enforce the terms of this Agreement. 9. No change in this Agreement shall be effective unless such change is mutually agreed upon, in writing, by the Parties. 10. This Agreement expresses the sole and entire Agreement between the Parties in this matter and supersedes all prior discussions, representations and understandings in this matter. 11. This Agreement shall be deemed to be executed within and interpreted in accordance with the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed this Agreement as of the date first set above. First Party
______________________________ Second Party
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