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The security of your process is very important to all of us at Impact Vision Technologies.  We will always handle your information with the highest level of security.  We will sign reciprocating Non Disclosure / Confidentiality Agreements to protect your interest.  If you do not have one feel free to use this one.

Cris Holmes


Bi-Directional Non Disclosure / Confidentiality Agreement


Impact Vision Technologies, LLC

44416 Neely Dr., Maricopa, AZ 85138




1.    This Non-Disclosure Agreement (this "Agreement") shall have an Effective Date of

2.    The parties to this Agreement are _______________________________, 
having an office at _________________________________________________ 
(hereinafter also called ___________________________) and 
Impact Vision Technologies, having an office at 44416 W. Neely Dr., Suite #1656, Maricopa,
AZ 85138. The parties with to discuss the possibility of a business opportunity of interest (the 
"Purpose") and in connection with such discussions, the parties may exchange certain 
information relating to their respective businesses.

3.    The information covered by this Agreement shall be limited in scope to Proprietary
Information belonging to one party (hereinafter referred to as the "Discloser") and transmitted to
the other party (hereinafter referred to as the "Recipient") during the term of this Agreement.

4.    Each such item of Proprietary Information shall, for a period of five (5) years from the
date of its receipt, be protected by Recipient in the manner described in Paragraph 8 hereof.

5.     "Proprietary Information" shall mean (i) any information that is in written, graphic,
machine readable or other tangible form, provided such information is marked and identified at
the time of transmittal in an manner to indicate its proprietary nature, and (ii) oral or visual
information, provided that such information is identified as confidential at the time of 
transmittal and is confirmed tin a written summary by Discloser that is marked in a manner to
indicate its proprietary nature and delivered to Recipient wit thirty (30) day of such
transmittal. The oral and visual information shall be treated as Proprietary Information during
such thirty (30) day period.

6.    Discloser makes no representation as to the completeness or accuracy of the Proprietary 
Information, and shall not be responsible to the Recipient for any information or omissions of 
information disclosed to Recipient hereunder.

7.    With respect to any exchange of Proprietary Information under this Agreement, the
parties agree that the designated representatives listed below shall, on behalf of the respective
parties, be authorized to provide and receive tangible Proprietary Information under this
                company name:                            contact
                                                                        phone number
                                                                        email address

                Impact Vision Technologies        Cris Holmes

8.    Recipient shall treat with the same degree of care as that with which it protects its own
Proprietary Information of like importance, and in no event less than a reasonable degree of care,
all Proprietary Information it receives under this Agreement. Recipient shall refrain from using 
such Proprietary Information in any manner except for the Purpose referred to in Paragraph 2
herein and shall refrain from disclosing such Proprietary Information to anyone except those of
its own employees or advisers (i) who need to know such information for the Purpose referred to
in Paragraph 2 hereof and (ii) who are bound by the terms of this Non-Disclosure Agreement of
written obligations of confidentiality and restrictions on use no less stringent than those set forth
herein. Each party shall maintain in confidence the fact that discussions between the parties are 
taking place. Recipient shall not decompile, disassemble, reverse engineer or attempt to
reconstruct, identify or discovery and source code, underlying ideas, techniques or algorithms in
Proprietary Information it receives under this Agreement by any means whatsoever, except as
may be specifically authorized in advance by Disclosure in writing. Recipient's use of the 
Proprietary Information shall also be subject to the restrictions described in Subpart 9.5 of the
Federal Acquisition Regulations.

9.    Classified Information and Restrictions on Export. To the extent that Recipient 
requires access to any Proprietary Information which carries a U.S. Government security
classification, Recipient shall additionally safeguard such classified Proprietary Information in
accordance with the appropriate provisions of the National Industrial Security Program
Operating Manual (NISPOM) [DoD 5220.22M] and the corresponding provisions. Proprietary
Information originating in the United States, whether classified or otherwise, shall not be
disclosed by Recipient to any other person foreign to the United States in violation of the Export
Administration Regulations of the United States Department of Commerce [Title 15 of the Code
of Federal Regulations, Parts 768 to 799, inclusive], the International Traffic in Arms
Regulations of the United States Department of State [Title 22 of the Code of Federal
Regulations, Parts 120 to 130, inclusive], department of Defense Directive 5230.25,
Withholding of Unclassified Technical Data from Public Disclosure, or any other applicable
laws or regulation of the United States.

10.    Recipient shall not export, directly or indirectly, any Proprietary Information disclosed
under this Agreement to any country which the U.S. Government at the time of export requires
an export license or other Government approval, without first obtaining such license or approval.
Recipient shall first obtain the written consent of Discloser prior to submitting any request for
authority to export any such Proprietary Information.

11.    Recipient shall destroy or return all Proprietary Information, including any copies
thereof made by Recipient, to Discloser upon termination of this Agreement. Recipient shall
certify to Discloser that all such Proprietary Information was destroyed or returned.

12.    Recipient hereby acknowledges and agrees that unauthorized disclosure or use of
Proprietary Information received from Discloser under this Agreement will cause immediate and
irreparable injury to Discloser and it will be impossible to ascertain the damages that will be
suffered by Discloser in the event of a breach of this Agreement. Recipient further agrees that
Discloser shall be entitled to seek equitable relief including an injunction or temporary
restraining order and a preliminary or permanent injunction thereafter restraining any violation or
further violation of the provisions of this Agreement. Such right to seek injunctive relief is
cumulative and in addition to other remedies Disloser may have at law.

13.    Each party agrees to hold harmless and indemnify the other party, its officers, directors,
employees and agents from and against any damages and costs resulting from any breach of this
Agreement by the indemnifying party. Such cost and damages shall include but not be limited
to any legal costs of enforcing this Agreement.

14.    The obligation of Recipient to protect Proprietary Information, and the liability for
unauthorized disclosure or use of Proprietary Information, shall not apply with respect to
Proprietary Information which can be documented as falling into any one of the following 
                a) Information which, at the time of transmittal under this Agreement, is in the public
                b) Information which, after transmittal under this Agreement, enters the public domain
through no breach of this Agreement;
                c) Information, which at the time of transmittal under this Agreement, was already
known to Recipient on a non-confidential basis;
                d) Information which, after transmittal under this Agreement, is obtained from a third
part who is lawfully in possession of such information and who is under no duty to maintain the
information on a confidential basis;
                e) Information developed by Recipient independently of the Proprietary Information it
received under this Agreement;
                f) Information which may, because of legal action, be necessary for the prosecution of
such action or information ordered to be produced by a tribunal of competent jurisdiction
provided, however, that Recipient has notified Discloser in sufficient time such that Discloser
may seek a protective order.

15.    The provisions expressed in this Agreement are only for the benefit of the parties
hereto, and are not intended to create any rights in any third party. Neither this Agreement nor
the rights or obligations of either party hereto arising from this may be assigned or delegated, by
operation of law or otherwise, without the prior written consent of the other party.

16.    Nothing in this Agreement shall grant to either party the right to make commitments of
any kind for or on behalf of the other party. Each party to this Agreement is an independent
organization and no agency, relationship, joint venture or partnership shall be created hereby.
Neither part has any obligation to supply Proprietary Information hereunder.

17.    Nothing contained in this Agreement shall be interpreted as granting any rights to either
party by license or otherwise, express are implied, in any invnetion or discovery, or any patent
which is made or acquire by either party, prior to or after the effective date of this Agreement.

18.    This Agreement shall be governed by the laws of the State of Arizona U.S.A. and is
the entire understanding of the parties relating to the Proprietary Information described in
Paragraph 5 hereof. Neither party shall be bound by any modifications to Agreement unless
signed in writing by an authorized representative thereof.

19.    Neither termination nor expiration of this Agreement shall relieve the parties of their
obligations with respect to nondisclosure and restrictions on use of Proprietary Information
imposed by Paragraphs, 8 and 10, and any other provisions which by their nature should survive
termination or expiration of this Agreement, shall so survive. This Agreement shall commence
on the Effective Date and expire twelve (12) months thereafter, unless earlier terminated as
provided herein. This Agreement may be terminated at any time by written agreement between
the parties, Either part may unilaterally terminate this Agreement on not less than sixty (60)
days written notice to the other part of such termination.

20.    Executed by the parties hereto on the date shown below:

COMPANY NAME                                                                                                                                                        Impact Vision Technologies, LLC.

By        __________________________________________                                                                            By        __________________________________________

Name    _________________________________________                                                                            Name    _________________________________________

Title        _________________________________________                                                                            Title        _________________________________________

Date        ________________________________________                                                                             Date        ________________________________________

Voice    _________________________________________                                                                             Voice        ________________________________________

Email    _________________________________________                                                                              Email    __________________________________________

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