[RECIPIENT] does not acquire intellectual property rights under this agreement, with the exception of the limited right of use described above. [RECIPIENT] recognizes that between [OWNER] and [RECIPIENT], confidential information and all copyrights and other related intellectual property rights are (and will be at any time) the property of [OWNER], even though [RECIPIENT`s] suggestions, comments and/or ideas are included in confidential information or related documents during the period of this Agreement. Trade Secret – Any formula, pattern, device or compilation of information used in the store that is not known to all and that gives the owner of the secret the opportunity to gain an advantage over competitors who do not know or use it. iii. In the event of a dispute over whether the information or material is protected information, the onus is on the recipient to prove both that such information or contentious information is not protected information within the meaning of this agreement and that it does not constitute a trade secret under the Uniform Trade Secrets Act or its successor or a similar right in force in the [state of your country]. Trade secrets can be kept in the long term, unlike information contained in patents and in the public domain. Business secrets are exclusive and proprietary and distinguish a company from its competitors. There is no explicit or implied assurance or guarantee of the accuracy or completeness of any of its confidential information. With the exception of the points outlined in this agreement, neither party is required to proceed with the transaction. Each party may, at its sole discretion, (a) reject the proposals of the other party or its representatives regarding the transaction; (b) to end talks and negotiations with the other party or its representatives, at any time and for any reason or for no reason; and (c) to change the procedures for reviewing the transaction to the other party at any time, without notice. ii.
No disclosure to staff. [RECIPIENT] does not provide confidential information to [RECIPIENT] employees, with the exception of staff who require the confidential information necessary to perform their duties related to the limited purposes of this agreement. Any approved staff member to whom confidential information is disclosed will sign, at the request of [OWNER], a confidentiality agreement that is essentially identical to this agreement. In some cases, a company subject to your confidentiality agreement may request the right to exclude information that will be developed independently after disclosure.