This Agreement is between BLOCK INTERVAL “OWNER” and YOU “RECIPIENT” (as signed below).
WHEREAS, OWNER has developed through substantial effort, research, time, and expense certain
inventions, design concepts, methodologies, technical know-how, copyrightable material and trade secrets
directed and related to LIFE OF LON (“INFORMATION”);
WHEREAS, OWNER desires to disclose the INFORMATION on a confidential basis to RECIPIENT
solely for the purposes of evaluating the INFORMATION for possible future business arrangements; and
WHEREAS, OWNER wishes to maintain the confidentiality of the INFORMATION and the
protection of OWNER'S intellectual property rights.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained
herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
I. CONFIDENTIAL INFORMATION
A. OWNER agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business
dealings between the parties.
B. RECIPIENT agrees to receive such INFORMATION and to refrain from copying, disclosing,
using, selling, or offering for sale any and all of said INFORMATION, other than at the request of
OWNER, with the exceptions as provided in paragraph C herein. RECIPIENT agrees to keep
confidential and refrain from disclosing any and all of the INFORMATION, and to take all
necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of
C. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of
INFORMATION only if, and only to the extent that, said INFORMATION was in the public
domain at the time it was disclosed by OWNER, or was known to and recorded in writing by
RECIPIENT prior to the time of disclosure by OWNER, or is received from a third party or passes
into the public domain without breach of this Agreement. With respect to any
INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that
RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT
shall disclose to OWNER an adequate written description of the INFORMATION within
fourteen (14) days of the disclosure by OWNER.
D. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT
in connection with the technical information or inventions disclosed under this agreement. All
documents or materials constituting the INFORMATION and all reproductions thereof shall at
all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT
E. This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in
the form of patent applications, copyright applications, or other disclosures by OWNER.
A. Except for the express written consent of OWNER, RECIPIENT agrees:
1. Not to use or disclose to another person or entity any confidential information of OWNER;
2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including
data files of any documents containing confidential information of OWNER; and
3. To use all other reasonable means to maintain the secrecy and confidentiality of the
confidential information of OWNER.
B. RECIPIENT further agrees, at the request of OWNER:
1. To immediately return to OWNER all of the items in the possession of RECIPIENT which
relate to or which disclose in whole or in part any confidential information of OWNER; and
2. To refrain from using or disclosing to any other person or entity any confidential
information of OWNER.
III. INTELLECTUAL PROPERTY
A. Title and Copyright Assignment
1. All products and results of RECIPIENT’S services rendered hereunder (the "Work") are
works made for hire. RECIPIENT acknowledges and agree that the Work (and all rights
therein, including, without limitation, copyrights) belongs to and shall be the sole and
exclusive property of OWNER.
2. Not withstanding the foregoing, RECIPIENT also hereby assigns and transfers to
OWNER, its successors and assigns, the entire right, title, and interest in and to all
copyrights in the Work; all registrations and copyright applications relating thereto and all
renewals and extensions thereof; all works based upon, derived from, or incorporating the
Work; all income, royalties, damages, claims and payments now or hereafter due or payable
with respect thereto; all causes of action, either in law or in equity for past, present, or
future infringement based on the copyrights; and all rights corresponding to the foregoing
throughout the world.
3. If the Work is one to which the provisions of 17 U.S.C. § 106A apply, RECIPIENT
hereby waives and appoints OWNER to assert on RECIPIENT’S behalf RECIPIENT’S moral
rights or any equivalent rights regarding the form or extent of any alteration to the Work
(including, without limitation, removal or destruction) or the making of any derivative
works based on the Work, including, without limitation, photographs, drawings or other
visual reproductions or the Work, in any medium, for OWNER'S purposes.
4. RECIPIENT agrees to execute all papers and to perform such other proper acts as OWNER
may deem necessary to secure for OWNER or its designee the rights herein assigned.
B. Patent Assignment
1. RECIPIENT may invent new, original, and ornamental or useful inventions in the course
of or related to RECIPIENT’S business relationship with OWNER ("the Inventions").
2. RECIPIENT hereby assigns and/or transfers to OWNER, its successors or assigns,
the entire right, title, and interest in and to said Inventions, and any patent and
patent applications deriving there from for any such invention in the United States and
throughout the world, including the right to file foreign applications directly in the name
of OWNER and to claim for any such foreign applications any priority rights to which such
applications are entitled under international conventions, treaties, or otherwise; and to
cooperate with OWNER as may be necessary or desirable for obtaining, sustaining,
reissuing, or enforcing said patent or patent applications in the United States and
throughout the world for said Inventions, and for perfecting, recording, or maintaining
any such title in OWNER.
3. Notwithstanding the above, RECIPIENT shall not assign and/or transfer any invention
for which no confidential information of OWNER was used, unless the invention
results from any work performed by RECIPIENT for OWNER.
C. Ownership of Trademarks
RECIPIENT hereby acknowledges that OWNER shall retain all right, title, and interest in all
trademarks, trade dress, and good will that results from the INFORMATION or any use or offer to sell
IV. COVENANT NOT TO SUE
RECIPIENT shall not institute any action or suit at law or in equity against OWNER, nor institute,
prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action
arising out of the INFORMATION or any INTELLECTUAL PROPERTY thereof, including but not limited to,
claim, demand, action, or cause of action for invalidating any INTELLECTUAL PROPERTY of OWNER.
V. DAMAGES AND SPECIFIC PERFORMANCE
RECIPIENT agrees that should RECIPIENT breach any of the promises contained in this Agreement
that OWNER would suffer irreparable harm and OWNER would be without adequate remedy at law and that
OWNER may obtain injunctive relief, including specific performance of the Agreement, as well as monetary
award for damages suffered by OWNER for RECIPIENT’S breach of this Agreement.
VI. NO WAIVER
Failure at any time to require performance of any of the provisions herein shall not waive or diminish a
party's right thereafter to demand compliance therewith or with any other provision. Waiver of any default
shall not waive any other default. A party shall not be deemed to have waived any rights hereunder unless such
waiver is in writing and signed by a duly authorized officer of the party making such waiver.
Should a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or
unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable
efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held
invalid, illegal, or unenforceable to any extent permissible under the law.
VIII. MERGER/MODIFICATION IN WRITING
RECIPIENT agrees that this Agreement shall supersede all prior agreements and shall not be modified by
either party except in writing and by agreement between both parties. Notwithstanding this paragraph,
RECIPIENT shall honor all prior obligations concerning confidentiality of OWNER’S confidential
IX. CHOICE OF LAW
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the
State of Maryland in the Central District of Maryland. Any dispute involving the terms or conditions of
this Agreement shall be brought in the Central District of Maryland or an Maryland State court of competent
subject matter jurisdiction therein. Each of the parties hereby submits to the personal jurisdiction of said court.