Get a Quote

Non-Disclosure Agreement

Contact &
Invention Materials

Schedule Estimate Review Meeting

Non-Disclosure Agreement

Get a Quote

Non-Disclosure Agreement

Contact & Invention Materials

Schedule Estimate Review Meeting

Non-Disclosure Agreement

Contact &
Invention Materials

Please follow these simple steps to obtain an estimate for your project. Each estimate includes all necessary revisions to obtain a client approved design and all costs/services are clearly defined. You are NOT obligated or committed to using Design My Idea in any way by requesting an estimate.

A confientiality agreement stating Design My Idea will not compete, share or disclose your invention information for any reason.

Send us you contact information along with any drawings, sketches and images of your invention for estimate purposes.

Schedule a time for us to call and go over the estimate and/or answer any questions you might have regarding your project.

Please carefully read the Non-Dislcosure Agreement below stating our committment to keeping your project confidential. If you have a different NDA that you would like us to sign please email to design@designmyidea.com or fax to 801-406-0327.

CONFIDENTIAL DISCLOSURE AGREEMENT


This Confidential Disclosure Agreement (the “Agreement”) is between Client ("Disclosing Party"), and Design My Idea ("Receiving Party"), an LLC. residing in the State of Utah, to enable Receiving Party and Disclosing Party to explore potential business relationship and facilitate disclosure by Disclosing Party of certain of its Confidential Information (as defined below in Paragraph 1) to the Receiving Party.  The term “Disclosing Party” shall also include any affiliate of the Disclosing Party. Therefore, in consideration of the disclosure of Confidential Information, the parties agree as follows:

1.	Definition of Confidential Information.  "Confidential Information" is defined as (a) all disclosures, related to Disclosing Party’s business, business plans, technology, products, product candidates, assets and relationships, whether written or oral, including but not limited to business plans, product candidates, product ideas, financial data, proprietary software, technology and products under development, technology, inventions, know-how, trade secrets, intellectual property, marketing information, regardless of whether such disclosures are marked or otherwise designated as “Confidential” or otherwise specifically designated as “Confidential”; and (b) all disclosures that any employee or representative of Disclosing Party designates as ”Confidential,” either orally or in writing, prior to its disclosure; and (c) any information, software, or other materials created by Receiving Party using, reflecting or including any part of the Confidential Information; and (d) the terms and conditions of this Agreement and the existence of the discussions between Disclosing Party and Receiving Party to which this Agreement pertains.

2.	Disclosure Restrictions.  The Receiving Party shall hold in confidence, and shall not disclose to any person (other than its employees in accordance with this Paragraph 2 and Paragraph 3), any Confidential Information without the prior written consent of Disclosing Party.  Receiving Party shall notify each of its employees who are given access to Confidential Information that they have an obligation not to disclose such Confidential Information and shall take such steps as are reasonably necessary to ensure compliance with this obligation.  Receiving Party shall use all reasonable efforts to prevent inadvertent disclosure of Confidential Information to any third party or to any employee who does not have a need to know Confidential Information.  

3.	Use Restrictions.  Receiving Party shall neither use Confidential Information nor reproduce it except to the extent necessary for:  (a) negotiations, discussions and consultations with personnel or authorized representatives of Disclosing Party; (b) preparing estimates or proposals for submission to Disclosing Party; or (c) any purpose Disclosing Party may hereafter authorize in writing.  Receiving Party may not modify any materials made available to Receiving Party by Disclosing Party except as expressly authorized by Disclosing Party.

4.	Limitation on Obligations.  The obligations of Paragraphs 1, 2 and 3 above shall terminate with respect to any particular portion of the Confidential Information if it: 

(a)  is in the public domain at the time Disclosing Party discloses it to Receiving Party;

(b) enters the public domain subsequent to the time of Disclosing Party’s disclosure to Receiving Party without any fault or disclosure on the part of Receiving Party; 

(c) was known to Receiving Party prior to the disclosure by Disclosing Party, free of any obligation of confidence, as evidenced by Receiving Party's written records; or

(d) is independently developed by Receiving Party without reference to the Confidential Information, as evidenced by the Receiving Party’s written records. 

Notwithstanding anything to the contrary contained herein, the Receiving Party may disclose Confidential Information that is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that Receiving Party shall promptly notify Disclosing Party when such requirement to disclose arises, and shall cooperate with Disclosing Party so as to enable Disclosing Party to: (i) seek an appropriate protective order; and (ii) make any applicable claim of confidentiality in respect of the Confidential Information.

5.	Return of Materials.  All Confidential Information (whether in written or electronic form), including without limitation, documents, drawings, models, apparatus, sketches, designs, flow charts, listings, and software encoded on media furnished to Receiving Party by Disclosing Party, and all copies made thereof, shall be returned to Disclosing Party promptly at its request.  In addition, all records, notes or other material (whether in written or electronic form) created by Receiving Party related to or derived from the Confidential Information shall be turned over to Disclosing Party promptly upon its request. 

6.	No Disclosure Requirement.  The extent of any disclosure of Confidential Information made under this Agreement shall be at the sole discretion of Disclosing Party.

7.	Ownership of Confidential Information.  Disclosing Party is and shall remain, both before and after disclosure, the exclusive owner of all its Confidential Information, including without limitation, all patent, copyright, trade secret, trademark and other intellectual property rights therein.  No license or any other right, including any right of ownership, is granted to Receiving Party by this Agreement or by any disclosure under this Agreement. To the extent that Receiving Party should obtain any rights in the Confidential Information, Receiving Party agrees to assign, and hereby does assign, such rights to Disclosing Party.

8.	Right to Disclose. Disclosing Party represents and warrants that its disclosure of Confidential Information to Receiving Property pursuant to this Agreement will not violate any obligation owed by Disclosing Party to, or violate any intellectual rights of, any third party. Disclosing Party makes no other representation or warranty, express or implied, with respect to its Confidential Information disclosed hereunder, or the completeness or accuracy thereof. Disclosing Party agrees to indemnify and hold harmless Receiving Party from and against all cost, loss or expense related to any claim brought by a third party against Receiving Party based on Disclosing Party’s breach of an obligation owed to, or violation of the intellectual property rights of, such third party. Further, Disclosing Party agrees to indemnify and hold harmless Receiving Party from and against all cost, loss or expense related to any claim brought by a third party against Receiving Party relating to or arising out of any advise or recommendation made by Receiving Party to Disclosing Party in connection with Receiving Party’s review of Confidential Information.

9.	Remedies.  The Confidential Information is to be treated in accord with the terms and restrictions set forth in this Agreement. Disclosing Party reserves the right to pursue all remedies allowed to it by law, including injunctive relief, for all violations or threat of violation of this Agreement by the Receiving Party.  

10.	Termination.  This Agreement shall have a term of one (1) year, provided, however, that either party may terminate this Agreement sooner upon written notice to the other.  Notwithstanding any expiration or termination of this Agreement, Receiving Party’s obligations with respect to the non-disclosure of Confidential Information shall survive for a period of five (5) years from the last disclosure of Confidential information made pursuant to this Agreement. 

11.	Choice of Laws; Venue; Jurisdiction.  This Agreement shall be construed in accordance with the laws of the State of Utah without regard to conflicts of law principles. All proceedings related to this Agreement shall have exclusive venue in the state and federal courts of Salt Lake City, Utah.  Receiving Party and Disclosing Party agree to the jurisdiction of such courts.

12.	Entire Agreement.  This Agreement embodies the entire agreement between the parties with respect to the subject matter hereof.  No changes, modifications or amendments of any term shall be valid unless agreed upon by the parties in writing. Any agreement between the parties purporting to amend a term or condition of this Agreement shall, to be effective, specifically identify that term or conditions Paragraph number, and shall include the parties specific intent to amend that term or condition.

13.	Assignment.  The Receiving Party may not assign this Agreement without the prior written consent of the Disclosing Party.  The Disclosing Party may assign this Agreement to an affiliate in connection with the sale of Disclosing Party’s business to which the Confidential Information relates.  Subject to the foregoing, this Agreement shall inure to the benefit of and be binding on the parties and their respective successors and assigns. 

14.	Affiliate of Disclosing Party.  For purposes of this Agreement, the term “Disclosing Party” shall include any and all affiliates of the Disclosing Party.  The term “affiliate” means an entity with respect to which the Disclosing Party controls or which is controlled by or is under common control with the Disclosing Party.

15.	Counterparts.  This Agreement may be executed in any one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties execute this Agreement.
  
RECEIVING PARTY:	
Design My Idea LLC
2975 West Executive Pkwy Box 143
Lehi UT 84043



DISCLOSING PARTY:
Inventor

I have read and AGREE with the above Non-Disclosure Agreement

I would like Design My Idea to use my own NDA

• Get a Quote • Invention Design • Engineering • Simulation • Prototype • Package Design • Marketing Materials • Web Design •
• Company • Corporate Services • Privacy Policy • Contact •
P: 800.862.0546 • F: 801.406.0327 • M-F 8am-5pm MST • 2975 West Executive Pkwy • Box 143 • Lehi, UT 84043 • design@designmyidea.com

Design My Idea LLC 2009. All rights Reserved.