INSTRUCTIONS: Fill out the sample agreement.  Optionally, you can provide your own version or make changes to this version, but your version may or may not be acceptable to me or my attorney. Make three copies. Sign all three in blue ink. Keep one copy for your file. You will be mailing the remaining two copies along with a stamped, self-addressed return envelope to the address noted below. Go to the US Post Office and buy the postage for mailing the copies and return envelope. Get a receipt for the postage. Make a copy of the outgoing envelope and receipt together. Place the two copies of the agreement along with a stamped, self addressed envelope in this envelope. Attach the receipt to your file copy that you keep on file for your records. Notify the recipient by email with the date that you mailed the agreement. Include your contact information in the email. The agreement will be signed and one original copy returned to you in the stamped, self-addressed envelope you provide. Please note, we will not mail envelopes without proper postage. We get too many submissions to provide this as part of our free service.

Upon receipt of the email message, you may be contacted by phone or email (depending on our workload) to ask if you want to exchange signatures by fax machine in order to expedite the initial discussion. This will not supercede the US mail exchange of original signature agreements. Delivery times by US mail vary. If you want quicker delivery, use Priority Mail for 2-3 day service.

NOTE: The instructions and advice contained on this page and on other pages in the web site do not constitute legal advice nor is it to be represented as legal advice. Legal advice can only be provided by licensed attorneys. Please consult with your attorney if you have questions concerning this sample agreement provided as a courtesy to our readers.

Non-Disclosure Form and CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this "Agreement") is made effective as of
____/____/, 20_ _, between
____________________________________________________, (name) of
____________________________________________________, (address)
____________________________________________________, (address 2)
____________________________________________________, (ST-ZIP-country)
____________________________________________________, (phone & FAX)
____________________________________________________, (email address)
and
James H “Rip” Kirby III, CEO The November 9th GroupTM LLC
913 Beal Parkway NW, Suite A-149
Fort Walton Beach, FL 32547
Phone: 850-862-7134
email: rip@nov9thgroup.com.

In this Agreement, the party who owns the Confidential Information will be referred to as "The Client", and the party to whom the Confidential Information will be disclosed will be referred to as "The Group".

The Client is engaged in

____________________________________________________________________

____________________________________________________________________

The Group is engaged in assessment of new business ideas, marketing strategies, and other aspects of new business development in all phases of product development including production, distribution, sales, and delivery and has represented that The Group will protect the confidential material and information which may be disclosed between The Client and The Group.

Therefore, the parties agree as follows:

I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to The Client, whether or not owned or developed by The Client, which is not generally known other than by The Client, and which The Group may obtain through any direct or indirect contact with The Client.

a. Confidential Information includes without limitation:

- business records and plans
- financial statements
- customer lists and records
- trade secrets
- technical information
- products
- inventions
- product design information
- pricing structure
- discounts
- costs
- computer programs and listings
- source code and/or object code
- copyrights and other intellectual property
and other proprietary information.

b. Confidential Information does not include:

- matters of public knowledge that result from disclosure by The Client
- information rightfully received by The Group from a third party without a duty of confidentiality
- information independently developed by The Group
- information disclosed by operation of law
- information disclosed by The Group with the prior written consent of The Client
- and any other information that both parties agree in writing is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION.

The Group understands and acknowledges that the Confidential Information has been developed or obtained by The Client by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of The Client which provides The Client with a significant competitive advantage. Therefore, The Group agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of The Client.

No Copying.

The Group will not copy or modify any Confidential Information without the prior written consent of The Client.

Application to Employees.

Further, The Group shall not disclose any Confidential Information to any associates or employees of The Group, except those associates or employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted associate or employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of The Client.

Unauthorized Disclosure of Information.

If it appears that The Group has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, The Client shall be entitled to an injunction to restrain The Group from disclosing, in whole or in part, the Confidential Information. The Client shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

III. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of The Client, The Group shall return to The Client all written materials containing the Confidential Information. The Group shall also deliver to The Client written statements signed by The Group certifying that all materials have been returned within five (5) days of receipt of the request.

IV. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership or joint venture.

V. NO WARRANTY. The Client acknowledges and agrees that the Confidential Information is provided on an AS IS basis. The Client MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL The Group BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Client does not represent or warrant that any product or business plans disclosed to The Group will be marketed or carried out as disclosed, or at all. Any actions taken by The Group in response to the disclosure of the Confidential Information shall be solely at the risk of The Group.

VI. LIMITED LICENSE TO USE. The Group shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. The Group acknowledges that, as between The Group and The Client, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of The Client, even if suggestions, comments, and/or ideas made by The group are incorporated into the Confidential Information or related materials during the period of this Agreement.

VII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Florida and any litigation arising from disputes of this agreement shall be ajudicated in the Circuit Court of Okaloosa County, State of Florida. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party.

Information Owner:

____________________________________________________

By: _________________________________________________

____________________________________________________

Recipient:

The November 9th Group

By: James H “Rip” Kirby III
CEO, The November 9th GroupTM
913 Beal Parkway NW, Suite A-149
Fort Walton Beach, FL 32547
Phone: 850-862-7134
email: rip@nov9thgroup.com