I GET IT! He's not selling a product he's selling a SYSTEM.
Ask and Ye shall receive. I highlighted the funny parts - especially note paragraph 7 referring to damages - I was expecting specific damages (say $25,000 if breached) instead I got proof that this contract is a cut a paste job.:laughing:
THIS AGREEMENT, made and entered into this _____day of ___________, 2007 by and between ELECTRICIANS ON DUTY, INC an Indiana corporation, having its principal business in Fort Wayne, Indiana (hereinafter referred to as “EOD”); and _________________________________________(hereinafter referred to as “RECIPIENT”);
WITNESSETH:
WHEREAS, RECIPIENT desires a complete disclosure of various discoveries, inventions, and the like, some patented and some patent pending, some trade marked and some copyrighted which are and may be embodied in a circuit tester, circuit tester methods and potential methods of EOD or related apparatus manufactured, or sold by EOD (hereinafter referred to as ‘”INVENTIONS” and certain information considered by EOD to be proprietary, trade secret or confidential information (herein after referred
to as “INFORMATION”) for the purpose of giving EOD an indication of the interest by RECIPIENT in becoming a SUBCONTRACTOR, CONSULTANT and/or INVESTOR to EOD; WHEREAS, EOD is willing to disclose said INVENTIONS and INFORMATION under the provisions of this Agreement.
THEREFORE, in view of the foregoing representations and in consideration of other valuable goods and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual covenants of this Agreement, it is agreed as follows:
11535 Leo Road, Fort Wayne, IN 46845
ph: (260) 422-2000 w.w.w. america2k.com
NONDISCLOSURE
AGREEMENT
1 of 4.
1- EOD agrees to disclose to RECIPIENT said INVENTIONS and INFORMATION to the extent necessary for RECIPIENT to determine its interest in EOD, its products and methods in becoming a SUBCONTRACTOR and/or CONSULTANT.
2- RECIPIENT agrees to receive said inventions and INFORMATION in confidence and to keep in confidence and in secrecy all said Invention and Information disclosed or transmitted to RECIPIENT by EOD whether by writings or other documents, orally, or by inspection of apparatus
or structures or other physical specimens embodying or suggesting said inventions or information, and RECIPIENT agrees not to use said inventions or INFORMATION for purposes other than determining its interest in distributing EOD products and inventions (so according to their own contract you can't use the product) and agrees not to reveal or divulge said inventions or INFORMATION to third parties. RECIPIENT also agrees to inspect said writings or other documents or apparatus or structures or other physical specimens without disclosing,
suggesting or using any portion of said inventions or information, or allowing same to be used in the manufacture or have manufactured any apparatus or structures embodying said inventions or to use said INFORMATION, without their prior written consent of EOD, except:
(a) INFORMATION which, at the time of its disclosure to RECIPIENT can be established by RECIPIENT, by publications or other writings, to have been lawfully in the public domain or to have been actually known to RECIPIENT prior to the receipt thereof under the provisions of this Agreement,
or
(b) INFORMATION which, after it was disclosed to RECIPIENT can be established by RECIPIENT, by publications or other writings, to have lawfully become a part of the public domain, other than as a consequence of a breach of this Agreement.
2.
3- RECIPIENT agrees that it will only disclose said INFORMATION with prior written authorization from EOD. RECIPIENT agrees that its employees, agents and the like, if any, who receive any such INFORMATION, agree and will abide by the same provisions of this Agreement. The RECIPIENT shall deliver a fully executed agreement confirming that RECIPIENT’S
employees, agents and others to whom it may deliver any INFORMATION will be bound by the terms of this AGREEMENT.
4- RECIPIENT agrees not to use any of the information disclosed to RECIPIENT under the provisions of this Agreement for any purpose other that in discussions with EOD, without first obtaining the written consent of EOD, its successors or assigns.
5- RECIPIENT agrees not to use any product or method of EOD under the provisions of this Agreement other than in testing and experiments, and that all such test and experiments should be documented in writing both as to procedure and results with copies of both being sent to EOD within thirty (30) days of completion. (Or you can use it, but only for 'testing and experiments' whatever that means.)
6- The parties agree that there is no implied right to manufacture, assemble, use or sell any apparatus or structure incorporating said INVENTIONS disclosed, or to use said INFORMATION disclosed in any way, nor is there any implied option, promise or the like to enter into any agreement with regard to the same or to employ RECIPIENT.
7- RECIPIENT acknowledges that the provisions of this Agreement are fair and reasonable and are reasonably required for the protection of EOD. RECIPIENT agrees that any breach of this Agreement could cause irreparable injury to EOD, and thus, EOD has the right to recover all reasonable attorney fees and costs incurred by EOD in enforcing its rights under this agreement. Furthermore, it is agreed that EOD have the right to pursue injunctive or other (I think they forgot something here)
3.
8. This Agreement shall not be assigned, conveyed, or in any way hypothecated by RECIPIENT, and shall be binding upon all heirs and legal representatives of RECIPIENT, and all heirs, assigns, successors and legal representatives of ELECTRICIANS ON DUTY, INC.
9. This Agreement shall be construed and interpreted and applied in accordance with the laws of the State of Indiana.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
witnessed.
ELECTRICIANS ON DUTY, INC.
By: Jeffrey L. De Haven
“RECIPIENT”
TITLE
4.