1.0 This Intellectual Property Non-Disclosure Agreement ("NDA") is entered
into by and between:
Coggeshall Engineering Associates, Inc. ("CEAI")
B. ______________________________, a legal resident of the
United States of America ("Client").
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:
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,
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.
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.
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.
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.
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.
Client releases CEAI from any and all liability (in perpetuity) whatsoever arising from any and all activities.
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
that any agreements with the Client for possible
activites pertaining to Project Phase-3 or Phase-4 will be
in a specific written Agreement for CEAI to provide compensated services for the Client.
Phase-1 : Initial Discussion of Invention design concepts
: Review of Invention design concepts with engineering models (CEAI uncompensated)
Phase-3 : CEAI contracted by Client for paid, compensated
Section 2.0 activities.
: CEAI delivers Product Engineering Package to the Client.
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.
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.
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.
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.
13.0 CEAI encourages the Client
to review this "Intellectual Property Protection Agreement" (NDA)
Legal Counsel should the Client require clarification into this Agreement's purposes and scope.
Douglas A. Coggeshall
President, Engineering Director