Disclosure agreement

NON-DISCLOSURE AGREEMENT

This AGREEMENT dated as of the ____ day of ______________, by and
between Edvance Research, Inc. (“ERI”) having its principal place of business at 9901
IH-10 West, San Antonio, Texas 78230, and ___________________________________,
(“CONTRACTOR”), having its principal place of business at __________________
_____________________________________(hereinafter and collectively, “the Parties”).

WITNESSETH:
WHEREAS, ERI desires that CONTRACTOR gather and prepare certain information
and data deemed proprietary and confidential that relates to work/services to be
performed by CONTRACTOR relating to ERI’S operations or existing and potential
products, services or business ideas in connection with CONTRACTORS performance of
all data retrieval, information collection, and document preparation and the exploitation
of such products, services or ideas or other transactions performed for ERI; and,
WHEREAS, for the purposes of this AGREEMENT, ERI seeks CONTRACTOR’S
work/services to collect information and prepare documents for ERI and to protect all
proprietary and confidential information gained in CONTRACTOR’S performance of
that work/services and the CONTRACTOR seeks to perform ERI’S work:
THEREFORE, CONTRACTOR acknowledges and understands that it will be privy to
certain highly sensitive information in its performance of work/services for ERI, and
therefore promises and agrees to the following:
CONTRACTOR shall not use or disclose to anyone other than ERI (except for other
personnel of CONTRACTOR who are bound under the terms and conditions of this
AGREEMENT), at any time or in any manner, any information or work product that may
be disclosed to or come into the possession of CONTRACTOR in any form in
CONTRACTOR’S performance of its work/services for ERI, and agrees to hold in strict
confidence, protect and safeguard such information and work product against
unauthorized publication or disclosure to any party other than ERI. CONTRACTOR
agrees to strictly comply with any other specific security measures of ERI, or any other
person for whom or on whose premises work/services may be performed by
CONTRACTOR for ERI hereunder.
CONTRACTOR understands that the information and work products shall consist of
everything disclosed to or otherwise made available to, come into the possession of or be
prepared by CONTRACTOR for ERI during the performance of CONTRACTOR’S
work/services for ERI, whether on or off ERI’S premises, whether by oral, written or
observational means, including but not limited to all data, photographs, maps, drawings
and specifications, reports, or other Proprietary Information relating to the details of the
work/services CONTRACTOR is involved in for ERI and the operations and facilities
affected. Specifically, CONTRACTOR agrees that it shall keep strictly confidential all
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information disclosed to or otherwise made available to, come into the possession of or
be prepared by CONTRACTOR for ERI by CONTRACTOR during the performance of
CONTRACTOR’S work/services for ERI and anything pertaining to ERI’S information
technology, business practices, or any other sensitive or confidential information
concerning ERI that may be placed in CONTRACTOR’S possession, knowledge or
awareness, whether oral or in writing.
ERI shall own and CONTRACTOR shall convey to ERI any information or work product
that comes into CONTRACTOR’S possession in the performance of the work/services for
ERI. CONTRACTOR agrees that any information received in the performance of the
work/services for ERI shall be a “work made for hire,” as defined by Title 17, Section 101,
of the United States Code, for the benefit of ERI. CONTRACTOR further agrees that any
other information or data first created or developed in the performance of work for ERI,
including that which may be subject to protection as a trade secret, shall be the property of
and owned by ERI.
All pre-existing ERI data and materials provided to CONTRACTOR by ERI to assist in the
performance of the work/services shall remain ERI’S property. ERI hereby authorizes
CONTRACTOR to have access to and make use of the data as is appropriate for the
performance by CONTRACTOR of its obligations to ERI. Upon expiration or termination
of CONTRACTORS work/services for ERI for any reason, CONTRACTOR shall request
instructions from ERI regarding whether CONTRACTOR should (1) erase or destroy the
information that came into CONTRACTOR’S possession during work/services for ERI, or
(2) return the information to ERI. CONTRACTOR may not utilize the information for any
purpose other than in performing work/services for ERI.
CONTRACTOR recognizes and acknowledges that it will have access to valuable
confidential and proprietary information and materials created by ERI, and that such
software, information and materials constitutes copyrighted and unique property of ERI.
CONTRACTOR will not, during or after the term of its work/services for ERI, (i)
reproduce, photocopy, or make electronic copies of any information received pursuant to
the work/services for use or distribution to any person, firm, corporation, association,
school, school district, or other entity, for any reason or purpose whatsoever, without the
express written consent of ERI, or (ii) create derivative works based on ERI materials or
the work/services without the express written consent of ERI, or (iii) utilize such
information for CONTRACTOR’S own financial benefit without the express written
consent of ERI.
The work/services addressed in this AGREEMENT involve performance of obligations
by ERI to a third party. CONTRACTOR will make no contact with the third party in
those obligations of ERI.
In the event of any breach or threatened breach of any provision of this AGREEMENT
by CONTRACTOR, CONTRACTOR understands and agrees that the obligations herein
may be strictly enforced by any action available at law or equity, for damages, injunction
or otherwise, brought directly by ERI, for whom work may be performed, or by their
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affiliates or assigns.
CONTRACTOR agrees that it shall release, indemnify, and hold harmless ERI from and
against any costs, expenses, or other liability which may be incurred by any person as a
result of CONTRACTOR’S breach of its obligations hereunder.
The provisions of this AGREEMENT shall survive the termination of this
AGREEMENT.
ENTIRE AGREEMENT: This AGREEMENT is the entire agreement between the
parties with respect to the subject matter hereof and there are no further or other
subcontracts/agreements or understandings, written or oral, except as contained herein.
This AGREEMENT may be amended only by a document in writing duly executed by an
official of CONTRACTOR and ERI.
SEVERABILITY: Should for any reason a court of competent jurisdiction find any
provision or portion of this AGREEMENT to be unenforceable, that provision of the
AGREEMENT will be enforced to the maximum extent permissible so as to effectuate
the intent of the parties, and the remainder of this AGREEMENT will continue in full
force and effect.
ACKNOWLEDGEMENT: Both parties acknowledge that in executing this agreement
they have had the opportunity to seek the advice of independent legal counsel and have
read, understand and will faithfully comply with all the terms and conditions of this
AGREEMENT. This AGREEMENT will not be construed against either party by reason
of the drafting or preparation of it.
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT effective
the day and year first written above.
EDVANCE RESEARCH, INC.

Donald Barfield, President
CONTRACTOR

Authorized Signatory

Printed Name

SSN/EIN:

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