Confidentiality Agreement Terms

The parties intend to engage in substantive discussions regarding certain new and useful inventions; the rights related to such information, shall be as follows:

INVENTOR claims sole rights to the information, and INVENTOR is willing to disclose the same, in consideration of the following covenants and agreements made by ENHANCE:

ENHANCE shall hold in confidence all of such information, and shall not directly or indirectly disclose to others such information.

ENHANCE shall protect such information from disclosure by reasonable means, including but not limited to at least the same level of security that ENHANCE uses for its most crucial proprietary and trade secret information. Further, ENHANCE agrees that it shall not use any advantages derivable from such information in its own business or affairs, unless the same is pursuant to an agreement with INVENTOR.

Additionally, any improvements made as a result of the disclosure shall be disclosed to INVENTOR, and, ENHANCE further agrees to assign such improvements to INVENTOR, and to execute any and all further documents as may be requested by INVENTOR to perfect the rights of INVENTOR to such information.

The obligation of confidentiality shall not apply to any information which was already known to ENHANCE at the time of disclosure; was already published at the time of disclosure, or, that was disclosed by a third party prior to the disclosure by INVENTOR, provided that the third party had authority to make such disclosure.

ENHANCE shall notify INVENTOR, in writing, within 60 days of receipt of this disclosure, the information disclosed by INVENTOR which ENHANCE claims falls under the provisions of this paragraph related to earlier knowledge, publication, or prior disclosure.

The obligations of confidentiality will cease at such time when, the information becomes generally known through no fault of ENHANCE, or upon voluntary disclosure of such information by INVENTOR to the public.