SOFTWARE DEVELOPMENT NON-DISCLOSURE AGREEMENT

1. THE PARTIES. This Software Development Non-Disclosure Agreement (the “Agreement”), created this [DATE] is by and between [NAME] (the “1st Party”) and [NAME] (the “2nd Party”), and jointly known as the “Parties.”

WHEREAS, this Agreement is created to prevent the unauthorized disclosure of confidential and proprietary information (the “Confidential Information”).

2. DEFINITION. For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, software products, software source code, plans, financial statements, customers or users, or data not publicly available.

However, Confidential Information does not include:

a) information generally available to the public;
b) widely used programming practices or algorithms;
c) information rightfully owned by the Parties prior to signing this Agreement; and
d) information developed without the use of Confidential Information.

3. TYPE OF AGREEMENT. This Agreement shall be Unilateral, whereas the 1^st Party shall have sole ownership of the Software with the 2^nd Party being prohibited from disclosing Confidential Information.

4. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to any other entity that is on a “need to know” basis. If any such Confidential Information shall reach a third party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit.

5. TIME PERIOD. The duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.

6. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party shall be entitled to all remedies available at law.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date written below.

1st Party’s Signature: ___________________ Date: ___________
Print Name: ___________________

2nd Party’s Signature: ___________________ Date: ___________
Print Name: ___________________