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Non-Desclosure & Non-Compitition agreement 
This sample document is provided strictly for the purpose of providing readers with a foundation template. The author, nor the Lure Maker's Magazine make any claim concerning the effectiveness of it's use in a Court of Law. This sample document, if used in hole or part; should be reviewed by a dully authorized attorney before being signed. 
 
Where text is presented in Red, your particular information may be inserted.
 
S A M P L E   D O C U M E N T 
 
AS IT MAY PERTAIN TO PATENT & COPYRIGHT LAWS THAT GOVERN THE UNITED STATES OF AMERICA 
 
NON-DESCLOSURE & NON-COMPETITION 
 
A G R E E M E N T 
 
AGREEMENT made this __________day of _________, 2000, in the State of Confusion, by and between Johny B. Goodguy, DBA The Good Guy Lure Co., or any other, their heirs, attorneys and assigns; hereinafter referred to as: GOODGUY, and Harry R. Sinkbottom, 8888 Lead Foot Drive, Tallahgrassee, MD 94210, “EZ-sink” (your company or product name) inclusive, their heirs, attorneys and assigns; hereinafter referred to as: SINKBOTTOM. 
 
WHEREAS, this agreement is entered into in good faith and for perpetuity as follows: 
 
GOODGUY is the owner(s) of certain tangible and Intellectual property comprising the business commonly described as OVERTHEHILL Fishing Lure Manufacturing, The Good Guy Lure Co. and UNDER THE TABLE Engineering, A Consulting Service, relegated to the design, development and manufacture of Fishing Lure Products, Whose place of business is 0001 Easy Street, Lake Mudywater, Confusion 99990. 
 
WHEREAS, said business is presently operating and licensed to so operate by the State of Confusion.  
 
AND 
 
SINKBOTTOM is the owner(s) of a series of fishing lure product designs that may or may not include his (Patent Pending) “EZ-sink” sinking bill attaching system
 
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the parties hereto represent, warrant and agree to transfer, an otherwise give over certain tangible goods and intellectual property(s) 
hereinafter referred to as: Asset(s) as follows: tangible and Intellectual property that include(s): 
 
1.0 ASSET(s). 
 
   1.1 Subject to the terms and conditions set forth in this Agreement, THE PARTIES HERETO agree to convey, transfer, assign and deliver limited asset(s) to each other. All the asset(s), properties and business of the parties hereto of every kind, character and description, whether tangible, intangible, personal or mixed, all of which are collectively referred to as the asset(s), owned by either party hereto including, but without limitation to, the following: 
 
   1.2 Existing, and future product designs, construction materials, equipment, apparatus, training, verbal and written training materials, books of instruction, promotional and marketing materials, 
consulting materials, verbal and written, design and manufacturing procedures, assistance and other goods. 
 
2.0 CONFIDENTIALITY & Non-desclosure 
 
   2.1 The parties hereto understand and agree that any and all asset(s) given over from one party to the other, listed herein, is done so in strict confidence. No party hereto is, or shall be allowed, or given license to transfer the other parties asset(s) to any party outside this agreement, now or hereafter without the expressed written consent of the other party hereto. 
 
3.0  NO COMPITITION 
 
   3.1 GOODGUY understands and agrees that any and all asset(s) given over by SINKBOTTOM, is done so in strict confidence. GOODGUY is not, or shall be allowed, or given license to transfer the asset(s) of SINKBOTTOM to any party outside this agreement, nor is GOODGUY  allowed to use the assets of SINKBOTTOM, in whole, or in apart, to create a new, or different product, now or hereafter without the expressed written consent of SINKBOTTOM
 
4.0 CONSIDERATION (these paragraphs are about trading services as   payment, rather than chash) 
 
   4.1 GOODGUY agrees to accept and use the asset(s) of SINKBOTTOM for the sole purpose of counsulting and providingSINKBOTTOM with tutorial literature regarding the development of the asset(s) of SINKBOTTOM
 
   4.2 GOODGUY agrees to assist SINKBOTTOM in the physical construction of required developmental apparatus and product prototypes per the asset(s) listed herein, at the discretion of GOODGUY.
 
 
   4.3 SINKBOTTOM agrees to provide GOODGUY with professional assistance in the formation and maintenance of a World Wide Web Site, tentatively referred to as: “Goodguys R Us.con”. 
 
   4.4 No cash or out-of-pocket costs will be incurred by either party on behalf of the other party without the prior knowledge and consent of both parties hereto. No party hereto may demand the other party to incur any cost or dept in the performance of this agreement. 
 
5.0 PROPERTY(s) 
 
   5.1 SINKBOTTOM agrees that with respect to the “Goodguys R Us.can” website or any variation thereof, any discovery, process, software, computer program, graphic files, design, modification, formulation, products, concepts or ideas which are conceived, created or developed by SINKBOTTOM, either alone or with GOODGUY (collectively referred to as “Work Product”) is the exclusive property of GOODGUY if either: (a) it was conceived or developed as a result of this agreement; or (b) any equipment, facilities, materials or Confidential Information or Trade Secrets of GOODGUY were used in its conception or development; or it was the result of work performed by SINKBOTTOM for GOODGUY as a result of this agreement. 
 
     5.2 GOODGUY agrees that with respect to the physical construction of the “EZ-sink” sinking bill attaching system. or any variation thereof, any discovery, process, software, computer program, graphic files, machine, design, modification, formulation, molds, products concepts or ideas which are conceived, created or developed by GOODGUY, either alone or with SINKBOTTOM (collectively referred to as “Work Product”) is the exclusive property of SINKBOTTOM if either: (a) it was conceived or developed as a result of this agreement; or (b) any equipment, facilities, materials or Confidential Information or Trade Secrets of SINKBOTTOM were used in its conception or development; or it was the result of work performed by GOODGUY for SINKBOTTOM as a result of this agreement. 
(This paragraph says: We are not business partners 
because of this agreement) 
 
6.0 INDEMNIFICATION AND HOLD HARMLESS 
 
   6.1 The parties hereto shall indemnify, defend, and hold harmless each other from and against any and all claims, liabilities, losses, lawsuits, demands, complaints, actions, arbitrations or administrative actions and costs and expenses, including, without limiting the generality of the foregoing, reasonable attorney’s fees (collectively “Liabilities”) that the parties hereto incurred prior to the consummation of this agreement, and after, during the operation of their separate, and private businesses. 
 
7.0 ENTIRE AGREEMENT 
 
   7.1 This Agreement constitutes the entire understanding of the parties hereto. No party hereto may represent the other party in any form without the expressed written consent of the represented party. no modification, amendment or waiver of any part or provision of this agreement will be valid unless reduced to a writing signed by the parties hereto. 
 
8.0 GOVERNING LAW 
 
   8.1 The laws of the State of Confusion shall govern the force, effect and construction of this agreement. This agreement, nor any portion of this agreement is legal and binding without the legal signatures of all parties hereto set in hand below. Furthermore; no copy of this document may be offered into evidence in the event of litigation between or on behalf of the parties hereto unless first notarized as a true and unaltered copy in accordance with the laws that govern the State of Confusion
 
9.0 RELEASE 
 
   9.1 The parties hereto, hereby release each other from any claim to post agreement preparation fees or responsibilities otherwise said or implied by the parties hereto. The parties hereto have made no guarantees, statements, promises written or implied concerning the final outcome, or mutual benefit of this agreement. 
 
10. ATTORNEY's FEES 
 
   10.1 In any litigation, arbitration or proceeding between the parties hereto regarding the enforcement of this Agreement, the losing party shall pay to the prevailing party all reasonable expenses and court costs including attorney’s fees incurred by the prevailing party. A party shall be considered the prevailing party if it initiated the litigation, sought, either through a decision or judgement. 
 
IN WITNESS WHEREOF: We, the parties hereto, have hereunto set our hands the day and date first written above. 
 
_____________________________ _______________________________ 
       Johny B. Goodguy                           Harry R. Sinkbottom