(SAMPLE) CONFIDENTIALITY AGREEMENT

Chamot Laboratories, Inc., with an address at 530 East Hillside Road, Naperville, Illinois 60540 (“Consultant”), is a potential consultant in connection with Computational Chemistry Applications relating to _________________ (“Technology”) for the Research Department of _______________ with a place of business at _______________________ (“_ShortName_”). In order to evaluate this potential relationship, _ShortName_ may disclose to Consultant certain proprietary information. This information is secret and confidential, and will be disclosed to Consultant on the following terms and conditions:

1. Definition of Confidential Information. “Confidential information” shall mean all information, data, samples, specifications, and processes owned by or in possession of _ShortName_ relating to the Technology.
   
   
2. Protection of Confidential Information. Proper and appropriate steps shall be taken and maintained by Consultant to protect the confidential information received. Consultant shall not disclose any of the confidential information to any person or entity that is not a party to this Agreement.
   
   
3. Use of Confidential Information. Confidential information will be used by Consultant only in connection with assisting _ShortName_ in it’s development and use of the Technology. No other use will be made of it by Consultant, it being recognized that _ShortName_ has reserved all rights to it’s Confidential Information not expressly granted herein. No license or right is granted hereby to Consultant, by implication or otherwise, with respect to or under any patent application, patent, claims of patent or proprietary rights of _ShortName_ with respect to the Confidential Information. Consultant agrees that all rights, title, and interest to Confidential Information disclosed hereunder shall remain the sole property of the Disclosing Party. Consultant agrees that ownership of any and all inventions whether patentable or not (including discoveries, ideas or improvements) which are conceived or made during or after the term of this Agreement utilizing Confidential Information shall be owned by _ShortName_.
   
   
4. Exceptions to Confidential Information. Nothing shall be included in the above-mentioned confidential information which: (a) is in the public domain prior to the disclosure to Consultant; (b) is lawfully in Consultant's possession, as evidenced by its written records, prior to the disclosure by _ShortName_; or (c) becomes part of the public domain by publication or otherwise through no unauthorized act or omission on the part of Consultant.
   
   
5. Third Party Disclosure of Confidential Information. If any of the above-mentioned Confidential Information is supplied to Consultant by a third party having a legal right to disclose it to Consultant, then: (a) Consultant shall have the right to use that portion of the above-mentioned Confidential Information so disclosed in connection with work done for that third party; and (b) such disclosure by that third party, if made in confidence, shall not place that portion of the above-mentioned Confidential Information in the public domain, and shall not relieve Consultant of its obligations under this Agreement.
   
   
6. Documents Containing Confidential Information. All documents containing Confidential Information of _ShortName_ and all samples shall remain the property of _ShortName_. They shall be returned to _ShortName_ at it's request. Documents prepared by Consultant using such Confidential Information need not be returned, but shall, upon _ShortName_’s request, be destroyed.
   
   
7. Breach of this Agreement. Consultant acknowledges a breach of this Agreement may cause irreparable harm to _ShortName_, which harm could not be adequately compensated for by damages. Accordingly, in the event of such breach, Consultant acknowledges and agrees that _ShortName_ shall be entitled, in _ShortName_’s discretion, to injunctive relief.
   
   
8. Governing Laws. This Agreement shall be governed by and construed in accordance with the laws (notwithstanding conflicts of law rules) of the State of _____________.
   
   
9. Assignment of Agreement. This Agreement shall not be assigned by Consultant without the prior written consent of _ShortName_. This Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assignees.
   
   
10. Enforcement of Provisions. Failure by _ShortName_ to enforce any provisions of this Agreement shall not constitute a waiver of any of the other terms and conditions hereof.
    
    
11. Amendments and Modifications to Agreement. No amendment, modification, or waiver of the terms or conditions of this Agreement shall be binding unless placed in writing and duly executed by the party(s) to be bound therein.
    
    

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