James D. Meadows 

& Associates, Inc., 
170 East Main Street, D-137
Hendersonville, TN   37075

Phone:  (615) 924-3600

email:  jdmeadows@geotolmeadows.com

Non-Disclosure & Confidentiality Agreement Form 

for Prospective Clients


THIS AGREEMENT is effective as of the last date of execution by the undersigned and is made by and between JAMES D. MEADOWS & ASSOCIATES, INC., a Tennessee corporation located at 170 East Main Street, D-137, Hendersonville, TN 37075 (hereinafter referred to as "MEADOWS & ASSOCIATES"), and (insert company name) ____________________________________________________________________________ , a company organized under the laws of the State of ______________________, located at (insert address) ________________________________________________________________________________________ _________________________________________________  (hereinafter referred to as the "PROSPECTIVE CLIENT", jointly referred top as the "PARTIES".


WHEREAS, the PROSPECTIVE CLIENT has developed and/or owns certain inventions, trade secrets, product concepts, secret processes, secret designs, drawings, renderings, prototypes, models, designs, engineering and technical information, financial information, pricing methods, business plans, business strategies/practices, and/or other confidential information relating to_________________________________________________________________________________________

______________________________________________________________________________ (insert descriptive title) (hereinafter referred to as the "PROPERTY"), and whereas MEADOWS & ASSOCIATES, desires to examine the PROPERTY for purposes of evaluating certain commercial and/or technical aspects thereof, the PARTIES hereby agree that the PROSPECTIVE CLIENT shall make to MEADOWS & ASSOCIATES and MEADOWS & ASSOCIATES shall receive from the PROSPECTIVE CLIENT confidential disclosure of the PROPERTY on the terms and conditions herein set forth and solely for the purposes stated above.


In consideration of the disclosures to be made by the PROSPECTIVE CLIENT to MEADOWS & ASSOCIATES and the mutual promises and covenants hereinafter contained, the PARTIES further agree as follows:

1)   For the sole purpose of enabling MEADOWS & ASSOCIATES to evaluate certain technical aspects of the PROPERTY, the PROSPECTIVE CLIENT agrees to disclose the PROPERTY to MEADOWS & ASSOCIATES.


2)   MEADOWS & ASSOCIATES agrees that all right, title and interest in the PROPERTY is and shall remain solely the property of PROSPECTIVE CLIENT.


3)   The PROSPECTIVE CLIENT acknowledges that MEADOWS & ASSOCIATES may, in the process of evaluating the PROPERTY, disclose MEADOWS & ASSOCIATES-owned confidential and proprietary information to the PROSPECTIVE CLIENT.  The confidentiality and on-use obligations of this Agreement are mutual and apply to the PROSPECTIVE CLIENT with respect to MEADOWS & ASSOCIATES' confidential and proprietary information as well as to MEADOWS & ASSOCIATES with respect to the PROSPECTIVE CLIENT'S' property.


4)   MEADOWS & ASSOCIATES understands that certain aspects of the PROPERTY derive economic value from not being generally know to others.  MEADOWS & ASSOCIATES agrees that it, its officers, employees, agents and others acting on behalf of MEADOWS & ASSOCIATES shall maintain the PROPERTY in confidence and shall not disclose the PROPERTY to anyone else, nor use said PROPERTY for the benefit of MEADOWS & ASSOCIATES, for their own benefit or for the benefit of others without the written consent of PROSPECTIVE CLIENT.  


The provisions of this paragraph shall not apply to any disclosures made by the PROSPECTIVE CLIENT to MEADOWS & ASSOCIATES: (1) which without violating any legal right of the PROSPECTIVE CLIENT were known to or used by MEADOWS & ASSOCIATES prior to the earliest date of disclosure by the PROSPECTIVE CLIENT to MEADOWS & ASSOCIATES as evidenced by the prior written records of MEADOWS & ASSOCIATES;  2) which without violating any legal right of the PROSPECTIVE CLIENT and through no fault of MEADOWS & ASSOCIATES are lawfully and in good faith disclosed to MEADOWS & ASSOCIATES by a third party rightfully in possession of said information; or 3) which without violating any legal right of the PROSPECTIVE CLIENT and through no fault of MEADOWS & ASSOCIATES is or becomes available in the public domain.


5)   The PROPERTY shall only be disclosed to such officers, employees, agents or others acting on behalf of MEADOWS & ASSOCIATES as is required for the proper evaluation thereof, and such parties shall be fully bound by the provisions thereof.


6)   Nothing in this Agreement shall be construed as expressly or implicitly granting to either party any right or license under any patent, trade secret, or know-how now or thereafter possessed by the other party.


7)   MEADOWS & ASSOCIATES agrees to promptly return to the PROSPECTIVE CLIENT all descriptions, drawings, models, samples or other materials pertaining to the PROPERTY upon the written request of the PROSPECTIVE CLIENT.


8)   The terms of this Agreement shall remain in force indefinitely with respect to trade secrets of the PROSPECTIVE CLIENT and shall remain in force for a period of three (3) years from the date of the execution of this Agreement for all other aspects of the PROPERTY.


9)   This Agreement shall be interpreted in accordance with the laws of the State of Tennessee, USA.  Any dispute hereunder shall be resolved by binding and final arbitration in accordance with the laws of the state of Tennessee.  



IN WITNESS WHEREOF, the PARTIES have caused this Agreement to be signed and sealed as of the date indicated below.




Signed ________________________________________     Date _______________________


PROSPECTIVE CLIENT  Company Name ____________________________________________________


Signed ________________________________________     Date ______________________


Print Name _____________________________________


Phone ______________________________     Fax ___________________________________


Email ________________________________________      




*   What is the content/complexity of this project?


*   Can you estimate how much has been spent trying to correct this problem?


*   What is prospective client's estimate of how long this project with Meadows & Associates may take?


*    How long has prospective client been working on trying to fix problems related to these drawings?




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