Nondisclosure Agreement
Instructions: Before receiving any confidential information, you will need to
read and sign our nondisclosure agreement. Please review it carefully. If you
wish to agree, please do the following:
Reply to this e-mail and make sure the original message is included below
your response. It's important the text of the nondisclosure agreement be
included in your reply.
Write the following in the text of your e-mail:
"I hereby agree to the nondisclosure agreement included below. [Your full
name here], [City, State, Country]"
Please also include:
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We would appreciate having your response within two weeks.
Thank you for your cooperation. We're looking forward to working with you on
this opportunity.
Nondisclosure Agreement (the "Agreement")
Thank you for your interest in discussing the ?Project? (the
?Project?). In connection with the Project, you may receive information
relating to Amazon.com, Inc. and its affiliates (?Amazon?) that is not
known to the general public (?Confidential Information?). Confidential
Information may be tangible materials or unwritten knowledge and will
include, among other things, all information concerning the Project.
Confidential Information may be designated as confidential or may be
information that, given the nature of the information or the circumstances
surrounding its disclosure, reasonably should be considered as confidential.
You must protect all Confidential Information from unauthorized use and
disclosure.
In consideration of Amazon?s discussing the Project with you, and for
other good and valuable consideration, you agree that, (i) all Confidential
Information will remain Amazon?s exclusive property and by nature of you
receiving the Confidential Information you will receive no licenses to any
intellectual property associated with such Confidential Information, (ii) you
will use Confidential Information only in pursuance of your business
relationship with Amazon related to the Project, (iii) you will not disclose
Confidential Information to any individual, company or other third party,
(iv) you will segregate Confidential Information from the confidential
materials of third parties to prevent commingling, (v) will not export any
Confidential Information in any manner contrary to the export regulations of
the United States and (vi) you will notify Amazon promptly if you know or
have concern that there has been any unauthorized use or disclosure of
Confidential Information.
Upon Amazon?s request, you will return to Amazon or destroy all
Confidential Information and certify in writing to Amazon your compliance
with such request. You will restrict the possession, knowledge and use of any
Confidential Information to your employees and subcontractors who (i) has a
need to know the specific Confidential Information in connection with the
pursuance of your business relationship with Amazon related to the Project,
and (ii) has entered into a written nondisclosure agreement (which may be a
different form of agreement than this Agreement, so long as it obligates them
to protect the Confidential Information to the same or greater degree as
required under this Agreement). You will ensure that your employees and
subcontractors comply with this Agreement and their respective nondisclosure
agreements.
You understand and agree that all comments, suggestions, notes,
feedback and other information that you provide to Amazon related to the
Project will become Amazon?s sole property, without additional
consideration. Amazon will be entitled to use such information for any
purpose.
This Agreement will not create a joint venture, partnership or other
formal business relationship or entity of any kind, or an obligation to form
any such relationship or entity. Each party will act as an independent
contractor and not as an agent of the other party for any purpose, and
neither will have the authority to bind the other. You further understand
that Amazon is relying upon your promise to comply strictly with this
Agreement and that the Confidential Information constitutes valuable trade
secrets of Amazon. Any violation of this Agreement may cause substantial and
irreparable harm to Amazon. Accordingly, this Agreement will be specifically
enforceable by Amazon. If a court determines that a provision of this
Agreement is invalid, that provision?s invalidity will not affect the
validity of any other provisions of this Agreement. This Agreement will be
construed in accordance with the internal laws of the State of Washington
without regard to conflict of laws provisions, and will be effective until
the Confidential Information is made public by Amazon. Amazon?s failure to
strictly enforce any provision of this Agreement will not prevent Amazon from
subsequently enforcing that provision or any other provision of this
Agreement.
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