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Client’s Intellectual Property Protection
Non-Disclosure Agreement (NDA)
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1.0   This Intellectual Property Non-Disclosure Agreement ("NDA") is entered into by and between:

A.   Coggeshall Engineering Associates, Inc. ("CEAI")
B.   ______________________________, a legal resident of the United States of America ("Client").

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2.0   The purpose of this NDA is to fully protect the Client's Intellectual Property (invention idea) as shared with CEAI,

         as applicable to each of these activities:

 

A. Discussion of Engineering Design and Manufacturing Feasibility

B. Discussion of Business Development and Marketing approaches

C. Discussion of CEAI's development of Design Concept possibilities

D. Discussions of Intellection Property protections such as patents, trademarks, etc.

E. CEAI's design or performance improvements to the Client's Invention concept

F. CEAI's presentation of the Client's invention concept to Business Investors.

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3.0   CEAI agrees to not disclose to any other Third Parties (without the Client's expressed written permission)

        any of the following information listed in Section 2.0 (above) with respect to the Client's Intellectual property,

        as embodied in the Invention idea under discussion.

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4.0   CEAI shall not, without prior written approval of the Client, publish, copy, or otherwise disclose to others,

        or permit the use by others for their benefit or to the detriment of the Client, any Confidential Information

        as pertaining to the Client's Invention.

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5.0   CEAI shall return to the Client any and all records, notes, and other written, printed, or tangible materials in its possession

        pertaining to Confidential Information in a timely manner if the Client so wishes.

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6.0   The Client acknowledges that CEAI's role in this project is exclusively technical in nature,

        and that CEAI's focused area of expertise does not extend to such areas as Business Development,

        Legal and Intellectual Property protection (copyrights, patents, trademarks, etc.), Marketing,

        Product Safety certification (CSA, CE, UL, etc.) or liability issues, or Business Venture Capital activities.

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7.0   The Client releases CEAI from any and all liability (in perpetuity) whatsoever arising from any and all activities.

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8.0    This Agreement clarifies with precision that the Client is absolutely not financially committed to CEAI

          for the purposes of  Project's Phase-1 and Phase-2 activites (described below).  Furthermore, CEAI clearly states

          that any agreements with the Client for possible activites pertaining to Project Phase-3 or Phase-4 will be

          addressed in a specific written Agreement for CEAI to provide compensated services for the Client.

         

Phase-1  :  Initial Discussion of Invention design concepts (CEAI uncompensated)

Phase-2  :  Review of Invention design concepts with engineering models (CEAI uncompensated)

Phase-3  :  CEAI contracted by Client for paid, compensated Section 2.0 activities.

Phase-4  :  CEAI delivers Product Engineering Package to the Client.

 

9.0    CEAI likewise pledges to the Client that any possible financial agreements or contracts will be entered into with clarity,

         and that CEAI will not knowingly charge the Client for any services that have not been agreed to in writing beforehand.

 

 10.0   This Agreement expresses the complete understanding of the parties with respect to the subject matter

           and supersedes all prior proposals, agreements, representations, and understandings.

           This Agreement may not be amended except in a written agreement signed by both the Client and CEAI.

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11.0    Relationships.  Nothing contained in this Agreement shall be deemed to constitute either party a partner,

           joint venturer or employee of the other party for any purpose.   This expressly includes that CEAI neither owns,

           or wishes to own, and renounces (in advance)  any claim or vested interest in the Client's Invention,

           as discussed in this agreement.

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12.0    The Client acknowldges to CEAI that the Invention Concept under discussion has been originated by the Client,

           and that to the best of the Client's ability and knowledge, the Invention Concept under discussion has neither been

           previously Copyrighted, Trademarked, or Patented, or else is the Intellectual Property of third parties.

           The Client likewise agrees to not knowingly be in conflict or diasgreement with any of the statutes and laws

           of the United States of America with respect to the Invention Concept under discussion. 

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13.0   CEAI encourages the Client to review this "Intellectual Property Protection Agreement" (NDA)

          with Legal Counsel should the Client require clarification into this Agreement's purposes and scope.

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Client

CEAI

Name:

_____________________________

Name:

________________________

Printed:

_____________________________

Printed:

Douglas A. Coggeshall

Title:

_____________________________

Title:

President, Engineering Director

Dated:

Friday, 2013-02-08

Dated:

Friday, 2013-02-08

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