INVENTIONSBYTAHERI.COM
Professor Syde A. Taheri, MD
Award-Winning Inventor and Surgeon
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Professor Syde A. Taheri, MD Award-Winning Inventor and Surgeon
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Syde A. Taheri, M.D.
268
Dan Troy Drive, Clarence, NY 14221 *
Phone
(716)633-1838 Fax (716)634-4164
MUTUAL CONFIDENTIAL NONDISCLOSURE AGREEMENT
This Agreement, effective as of the date of the last
signature below, is by and between
Syde A. Taheri, M.D., P.C. ("Taheri"), 268
Dan Troy Drive, Clarence, NY 14221, and sometimes collectively referred to as
"the Parties."
1. For the sole purpose of evaluating and determining
whether to enter into further agreements concerning the manufacture,
development and sale of medical devices, Taheri and
desire and agree to exchange proprietary information on the
basis set forth herein with respect to
________________ .
2. Under this Agreement, the term
"Information" shall mean all written information which the party
possessing it deems to be confidential and proprietary, relating to the areas
set forth in paragraph 1, above (including, but not limited to, data, know-how,
technical and non-technical materials, product samples and specifications) and
that either party delivers to the other pursuant to this Agreement, in tangible
form with the cover pages or other identifying or transmitting writing stamped
"Confidential," or directly related to such tangible disclosure and
expressly identified as Confidential.
All oral disclosures must be identified as confidential at the time of
disclosure and confirmed in writing within 30 days of disclosure.
3. Taheri and
each for itself and for their respective
personnel representatives, subsidiaries and affiliates, agree to maintain in
confidence the Information received from the other with the same degree of care
he or it holds his or its own confidential and proprietary information. Neither party will use the Information except
for evaluation as set forth in this Agreement.
Each
party will disclose the Information received from the other only to officers,
employees, or any others under contract, directly concerned with its
evaluation, and neither will disclose the Information to any third party nor
will it use the Information for any other purpose. As used in this paragraph "subsidiaries
and affiliates" shall mean any corporation, firm, partnership or other
entity which directly or indirectly controls, is controlled, by, or is under
common control with, a party.
4. The preceding obligations of the Parties of
non-disclosure and the limitation upon the right to use the Information shall
not apply to the extent that the party receiving the Information can
demonstrate that the Information: (a) was in his or its possession or control
prior to the time of disclosure hereunder; or (b) at the time of disclosure or
thereafter became public knowledge through no fault or omission of the party
receiving the Information; or (c) was lawfully obtained by the party receiving
the Information from a third party under no obligation of confidentiality to
the other party; or (d) was developed by the party receiving the Information
independent of any disclosure hereunder.
5. Subject to the provisions of paragraph 4
hereof, all proprietary rights (including but not limited to patent rights and
trade secrets) in and to the Information shall remain the property of the party
disclosing said Information hereunder.
6. The disclosure of Information pursuant to
this Agreement is with the express understanding that neither party will be
obligated to enter into any further agreement relating to the Information, and
nothing in this Agreement shall be construed as granting any license relating
thereto nor creating a joint venture between the parties.
7. The Parties agree
to complete their evaluation within one hundred eighty (180) days after
disclosure of the Information.
At the request for the disclosing party, but in any event at
the end of said one hundred eighty (180) day period, each party will promptly
return to the other all of the Information and use reasonable efforts to
destroy all copies thereof, except for on e copy, which will be retained in the
legal files of the party receiving the information for use solely in proving
compliance with this agreement.
8. All obligations of the Parties under this
Agreement shall terminate five (5) years from the date of this Agreement.
9. Each
party represents to the other that it has the full authority and right to enter
into this Agreement and to disclose the Information hereunder and that such
disclosure will not violate the rights of any third party.
10. This Agreement represents the entire
agreement of the parties as to the subject matter hereof, may only be modified
in writing, signed by the party to be charged, and shall be governed by and
construed under the internal laws (but not the laws relating to choice of law)
of the State of New York.
SYDE A.
Taheri, M.D., P.C.
Print Name ________________________ Print Name________________________ Signature __________________________ Signature _________________________ Date _____________________________ Date _____________________________ FOR THE PURPOSE OF CONTACTING YOU Please provide us with the following information: Name: _________________________________ Company: ______________________________ Affiliation: ______________________________ Business Location: ________________________ Phone Number: __________________________ E-mail (optional): _________________________
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