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rocky301

12/14/04 8:50 PM

#2974 RE: kevinaok #2972

kevin,

GTEL is at a place in time where they need a direction/plan to be established if the STRAT test proves viable. The potential business partners will need info that the average shareholder will not have. This is common and is protected by confidentiality and non-disclosure agreements...rock

Confidentiality Agreements

A "non-disclosure agreement" or “confidentiality agreement” protects the information you disclose to another party. This agreement simply states that the recipient of the confidential information will not share it with anyone else.

The exception would be is when both parties agree not to disclose information provided to each other. For this type of agreement you would use our “mutual non-disclosure agreement”

Ideally the non-disclosure agreement will deter the recipient of such information from using it in anyway that could harm your business, potential business, or steal ideas, inventions, trade secrets, intellectual property etc.

The use of non-disclosure agreements can also prevent the forfeiture of your patent rights. Under U.S. law the public disclosure of an invention can be deemed as a forfeiture of patent rights in that invention. A properly drafted confidentiality agreement can avoid this often unintentional, but disastrous forfeiture of your valuable patent rights.

Should the recipient of the confidential information disclose it to another individual or company in violation of the confidentiality agreement, the injured party has cause to claim a breach of contract and can seek injunctive and monetary damages.

Who might use a non-disclosure agreement?

Employers to employees
Business partners among themselves
Businesses to their vendors
Businesses to representatives evaluating their product(s)
Business owners selling their business to potential buyers
Inventors seeking advice from other parties
Entrepreneurs seeking advice for new business ideas from other parties
…...... and many more business situations.

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Non Disclosure Agreements

Confidentiality or non-disclosure agreements are very common and relatively easy-to-use. However, the number of business owners who simply forget about this important agreement when negotiating is extremely high.

A good example is the owner who is looking to sell his or her business.

Often business owners will let prospective buyers come in and examine their company’s records, discuss company earnings, vendor lists, customer lists, and just about everything else without the prospective buyer ever signing a non-disclosure agreement. What a great way for a competitor or anyone else with bad intentions to learn almost everything about your business…… just by asking.

The confidentiality agreement is a great screening tool as well; it shows how interested the prospect, potential employee, contractor, or possible business associate really is.

After all, lets say a potential buyer or business partner is unwilling to sign a non-disclosure agreement, the most likely scenario is they really are not that interested in buying your business or becoming a partner, and are more likely interested in handing information over to a competitor of yours...... or using your information to start their own business.

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We offer you the following professional confidentiality agreements to protect your valuable interests:

Agreement between employer and employee

Agreement between any two parties

Mutual confidentiality agreement between two parties

Below are some of the topics covered by these non-disclosure agreements:

Use of confidential information by recipient

Defining confidential information

Care of confidential information

Liability for disclosure of confidential information

Employment topics (for employee)

Business relationship of parties

Obligations to third parties

Implied license relating to confidential information

Returning of confidential documents, photos, etc.

Severability

Governing law

Term of agreement