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AUTHOR/PUBLISHER NON-DISCLOSURE AGREEMENT



This Non-Disclosure Agreement ("Agreement") is made and effective the [Date]


BETWEEN:  [AUTHOR NAME] (the "Author"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:[COMPLETE ADDRESS]

AND:  [YOUR COMPANY NAME] (the "Publisher"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:[YOUR COMPLETE ADDRESS]


WHEREAS the Author has developed a proprietary system which the Publisher desires to have demonstrated by the Author;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:


DEMONSTRATION

In order to explore the possibility of a future collaboration between the Author and the Publisher regarding the system, the Author shall demonstrate the system to the Publisher on the Publisher's computer equipment located at the Publisher's main office. A demonstration of the system will take place for one day only and will require the loading of the system into the Publisher's computer. The Publisher acknowledges that the system is being demonstrated to the Publisher and being loaded into the Publisher's computer equipment solely for demonstration purposes. The Publisher acknowledges that the system is a proprietary product of the Author.

           
Proprietary Rights

All applicable rights to patents, copyrights, trademarks and trade secrets of the system are retained exclusively by the Author, and the Publisher shall acquire no rights or interests in the system by virtue of the demonstration of the system. The Publisher acknowledges that the confidentiality of the system, including the algorithms, is essential to the business of the Author. The Publisher hereby agrees not to disclose to any person whatsoever at any time during or after the demonstration of the system any aspect of the system, including the algorithms contained therein, or to permit any person whatsoever to examine or make copies of any listings, files, object code, source code or other information regarding or generated by the system which come into the Publisher's possession or under the Publisher's control by reason of the demonstration of the system. The Publisher acknowledges that disclosure of any information regarding the system will give rise to irreparable injury to the Author, inadequately compensable in damages. Accordingly, the Publisher hereby consents to obtaining by the Author of injunctive relief against the breach or threatened breach of the undertakings of the Publisher contained herein.

    
CONFIDENTIALITY

At the conclusion of the demonstration of the system, the publisher shall, and hereby agrees to, erase or destroy copies of the system, any portions thereof, or any information generated thereby, whether such be in electronic, magnetic, printed or other form. The Publisher further agrees that it will not copy or permit to be copied any system backup routine or similar routines of the system. The Publisher further agrees to take such steps as may be necessary or appropriate to maintain the confidentiality of the system during such time as the system may be evident on the Publisher's computer equipment or otherwise in the control of the Publisher or its employees, in a manner at least as secure as the Publisher maintains its own most confidential information and data.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


AUTHOR            PUBLISHER



                          
Authorized Signature          Authorized Signature

                          
Print Name and Title          Print Name and Title

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