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Non-Disclosure (Confidentiality) Agreement
Pegasus Technologies enters into pre-contractual discussions and contract negotiations
after the following confidentiality agreement, or one substantially similar to it, is executed by an officer
of the prospective client and by Pegasus. A draft version of this agreement is presented below.
We also have MS Word and PDF links, so you may print this document out and then sign it and
return it to us by FAX or mail. We will also be pleased to review your confidentiality agreement if you prefer;
however, we do insist that it be mutual so that it protects equally both parties' confidential information.
Download the NDA in MS Word ( .doc file - 42K)
Download the NDA in PDF( .pdf file - 36K)
Pegasus's Basic Consulting Contract (Draft / Review Copy)
BI-LATERAL CONFIDENTIALITY AGREEMENT
- Purpose. Pegasus Technologies, Inc. (PTI) develops, produces, and sells a variety of electronic
communications products to various manufacturers, OEM's and institutions. Development of the technology within
such products, and an understanding of the markets they address, requires expenditure of considerable time, money,
and effort. For the purpose of this document, such technical and market information, however and by whomever
generated, is acknowledged by the Parties to this Agreement as having value and representing an investment. To
protect such investments, the originator of such data may designate them as "confidential/proprietary information"
(CPI) in writing. PTI and other business entities occasionally find it useful to discuss and disclose such technical
and/or business CPI, usually to facilitate synergistic and mutually beneficial cooperation between them. This bilateral
Agreement to govern the disclosure and management of CPI is between PTI and the business entity identified below (
- Exclusions. Other than disclosures to the United States Government in accordance with FAR and other
applicable law, this Agreement excludes information: (1) that is in the public domain at the time of receipt,
(2) that enters the public domain through no act of the Receiving Party in breach of this Agreement, (3) that
is known to the Receiving Party prior to disclosure by the Originator, or (4) that is disclosed to any third
party without restriction, by the originator.
- Responsibilities. The "Originator" is the developer of a specific element of CPI and
the "Receiving Party" is the recipient under the terms of this Agreement. Both Parties agree to
protect the confidentiality of the other Party's CPI with the same care it exercises to protect its own.
Each Party will maintain a record of those to whom CPI of the other Party has been disclosed, including
employees and associates, and will provide that record to the other Party when requested to do so.
Written materials that are intended to fall under the protection of this Agreement will be clearly marked
"CONFIDENTIAL", "PROPRIETARY" or "CPI". When verbal discussions between the
Parties include CPI, that fact shall be announced in the discussion, and then within ten days summarized in
writing by the Party that disclosed it, marked appropriately (as above), and presented to the other. During
that delay, CPI disclosed verbally will be treated exactly as if it had been disclosed in writing.
Each Party will identify in writing one or more individuals as the only point(s) through which CPI will be
transmitted. PTI's initial nominee is Jim Pearce, and the second Party's initial nominee(s) will be the
signatory below or as listed on the reverse of this form.
- Termination. Unless terminated earlier by written notice from one Party to the other, delivered
no sooner than thirty days prior to the effective date of termination, the term of this Agreement shall be
three years. Nevertheless, any CPI governed by this Agreement, and disclosed during its term, shall remain
protected by it for three years unless the Receiving Party is specifically released by the Originator, or
one of the exceptions in Paragraph 2 applies.
- Applicability. This Agreement shall be binding upon the Parties.
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