To: _________________________________________
From: _______________________________________
Date: _______________________________________
Subject: ______________________________________
1. This memorandum records the basis on which I am disclosing to your company information concerning the above subject.
2. The information is disclosed for evaluation by you to enable you to assess whether your company is interested in entering into an agreement with me concerning the subject. Neither you nor your company will use the information or any part of it for any purpose other than evaluation of the subject.
3. You undertake to treat all information disclosed by me whether in writing, orally or electronically during our discussions, as strictly confidential, and not to disclose any of the information to any other person or organization without my prior written consent.
4. Within your organization you will limit disclosure of the information only to those members of your organization (not exceeding 5 persons) needing to have access to the information to enable you to carry out the evaluation.
5. Those persons will also personally sign non-disclosure memoranda in terms similar to this memorandum.
6. You will keep all forms of the information including any written or electronic forms, drawings and other materials away from access by other members of your organization.
7. You will return all forms of the information to me when requested to do so.
8. Within days/weeks/months from the date above, you will advise me whether you have an interest in negotiating an agreement regarding the subject.
9. If you do not wish to enter into an agreement or such an agreement is not negotiated within days/weeks/months from the date on which you indicate you wish to do so, you will return to me all forms of the information I have provided to you including all copies of the information you may have made, you will delete all information or simulations you may have prepared on your computer records during evaluation of the above subject and give me a signed statement to the effect that you have done so, and continue to keep all information regarding the above subject in the strictest confidence.
10. The obligation of confidentiality will continue indefinitely or until the information enters the public domain.
11. I have not as at the date above disclosed or offered to disclose information concerning the subject to any company other than your company, but I am under no obligation not to do so.
12. I acknowledge that you may inform me that your research department may have some uncompleted work in their files on the same subject-matter as my invention on which you may be working or in respect of which you may have postponed further work for the time being.
13. I nevertheless agree to disclose my invention on the basis that such disclosure shall not give me any rights in any invention stemming from your own research in this field except in so far as your ideas may be used as modifications or extensions of your own work.
14. Should you utilize materials based on your own work or put into use any system in the field of my invention or apply for any letters patent in the field of our invention based on your own work you shall inform me thereof and I will be entitled at my own expense to appoint a person (acceptable to you) to inspect the relevant research files and interview the relevant persons within your organization to satisfy myself that your system or application arises out of your work solely.
15. If you wish to utilize materials based on your own work or put into use any system in the field of my invention or apply for letters patent for an invention which incorporates any part of the ideas revealed by my invention, a fair assessment of the contribution made to the art by each of us is to be made and each of us shall be entitled to a proportionate share of the benefits of such joint invention.
16. In the event of a dispute as to the assessment the matter shall be referred to arbitration by a single arbitrator who shall be appointed by agreement or by the president for the time being of the New Zealand Institute of Patent Attorneys.
