HEAVENSTONE LLC.
EIN: 38-4297849
Intellectual Property & Patent Consulting
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of ____________, 20____ (the “Effective Date”), by and between HeavenStone (“HeavenStone”), and ____________________________ (“Client”). HeavenStone and Client are each referred to as a “Party” and together as the “Parties.”
Recitals
HeavenStone provides intellectual-property consulting services to support the preparation of patent documentation — from an initial idea or invention through a draft Provisional Patent Application (PPA) — using proprietary methodologies and an automated, AI-assisted system. Client owns or is developing one or more inventions, concepts, or technical developments. In order to evaluate and pursue a potential or existing business relationship (the “Purpose”), each Party may disclose to the other certain confidential and proprietary information. The Parties therefore agree as follows:
1. Confidential Information
“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether oral, written, electronic, visual, or in any other form, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
Client’s Confidential Information includes, without limitation, its inventions, invention disclosures (IDW), ideas, concepts, designs, drawings, prototypes, specifications, technical data, and related know-how. HeavenStone’s Confidential Information includes, without limitation, its automated and AI-assisted system, methodologies, workflows, skills, prompts, templates, search and scoring strategies, software, and business processes.
2. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party without confidentiality obligation before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
3. Obligations of Confidentiality
The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information solely for the Purpose; (b) not disclose it to any third party without prior written consent; (c) protect it with at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; and (d) limit access to its employees, contractors, or advisors who need to know it for the Purpose and who are bound by confidentiality obligations no less protective than these.
4. Compelled Disclosure
If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice and reasonable cooperation so the Disclosing Party may seek a protective order, and shall disclose only that portion legally required.
5. No License; Ownership of Intellectual Property
All Confidential Information remains the exclusive property of the Disclosing Party. Nothing in this Agreement transfers or grants any right, title, license, or interest in either Party’s intellectual property, except the limited right to use the Confidential Information for the Purpose. Client retains all right, title, and interest in and to its inventions and related intellectual property. HeavenStone retains all right, title, and interest in and to its automated system, methodologies, and know-how. Any feedback or suggestion regarding a Party’s own materials remains the property of that Party.
6. No Warranty; No Legal Advice
All Confidential Information is provided “as is,” without warranty of any kind. HeavenStone is an intellectual-property consulting provider and is not a law firm; nothing exchanged under this Agreement constitutes legal advice or an attorney-client relationship. Decisions on patentability, filing, claim scope, and inventorship should be validated with a patent attorney registered before the USPTO.
7. Term and Survival
This Agreement begins on the Effective Date and continues for two (2) years, unless earlier terminated by either Party upon thirty (30) days’ written notice. The confidentiality obligations survive for five (5) years after disclosure of the applicable Confidential Information; provided that any information constituting a trade secret remains protected for as long as it qualifies as a trade secret under applicable law. Termination does not relieve either Party of obligations accrued before termination.
8. Return or Destruction of Materials
Upon written request or termination, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and any copies, and certify such destruction in writing if requested, except for one archival copy retained solely for legal-compliance purposes and subject to the ongoing confidentiality obligations of this Agreement.
9. Remedies; Injunctive Relief
The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party is entitled to seek injunctive or equitable relief, in addition to any other remedies available at law, without the need to post a bond where permitted.
10. No Obligation; Independent Parties
This Agreement does not obligate either Party to enter into any further agreement or transaction, and creates no partnership, joint venture, agency, or employment relationship. Each Party is an independent contractor.
11. Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of ____________________, United States of America, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.
12. Miscellaneous
This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings. It may be amended only in a writing signed by both Parties. If any provision is held unenforceable, the remainder stays in effect. Neither Party may assign this Agreement without the other’s prior written consent, except to a successor of its business. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
HEAVENSTONE Signature Name Title Date | CLIENT Signature Name Title Date |
This template is provided for convenience and does not constitute legal advice. The Parties should have it reviewed by qualified counsel before signing.