NON-CONFIDENTIAL DISCLOSURE AGREEMENT



 

Sharing of Information Notice

The information provided to you in this website is solely for the purpose of sharing information about the services performed by Bluefish Concepts, LLC.  This information is provided for your knowledge and education regarding our company, and is not a proposal or agreement to provide services.  This website and the information contained herein are the property of Bluefish Concepts LLC, and have been provided to you on a confidential basis.  Providing this information to you does not grant the right to publish or distribute, in whole or in part, any of the included content.  

 

IDEA SUBMISSION AND NON-CONFIDENTIAL DISCLOSURE AGREEMENT

The following terms and conditions will govern your submission(s) to Bluefish Concepts LLC

1. We will not consider any submission on a confidential basis, or any disclosure as creating any special relationship or obligations. Often, in order to evaluate a submittal fully, we may have to secure the advice of attorneys, prospective customers, sales professionals and other persons inside and outside of our company.

2. Our consideration and review of your submission is not to be construed as an admission on our part that the product is new. Materials similar to your submission may already be known to us, in the public domain, in prior filed patents and patent applications, in the known works of others, or obvious from other works known or in development. If any of the foregoing applies to your submission, we will be under no obligation to compensate you if a similar product idea is developed by us or any affiliate.

3. We receive many submittals and our own personnel are constantly carrying on research and making new developments within our organization. Therefore, you must recognize the possibility that a product that is new to you may be known or already under consideration by us and we must reserve the right to the use our own developments, even though these may subsequently be disclosed to us by outsiders. We do not ordinarily disclose our developments until they are ready for marketing. This fact, among others, may make it impossible to discuss the reasons for rejecting any idea or invention.

4. All disclosures of products or inventions are voluntary on your part. No employee or representative of Bluefish Concepts LLC is authorized to solicit any disclosure or do any other act or make any representation from which a relationship might be implied that is contrary to that expressed herein.

5. Your submission should include a detailed written description and drawings, if appropriate, in order for us to best consider your submission. You should retain a duplicate copy of these materials. Under no circumstances can we accept and examine any submission that is described to us orally.

6. We may also ask you to submit additional materials of the concept for consideration such as more detailed written descriptions, models, working prototypes, design sketches, etc. 

7. By submitting this idea to us, you are representing that: (a) this is your original creation; (b) you are the only person who has originated your product; (c) the product is not representative or similar to a product already being distributed in the market; and; (d) if the product is selected by us you have the legal right to enter into a contract with us for its production. If some other person or organization does have some right, title, or interest in and to the submission, or did provide funds used in its conception or development, they must be named when making the submission.

8. Any negotiations that may arise between you and us with regard to acquiring the rights to a submission shall not be prejudicial to us in any way and shall not be considered an admission of any novelty, usefulness, priority, or originality of the submission.

9. The rights and liabilities arising out of your submission are defined solely by the protection available under applicable United States and state statutes relating to patents, copyrights, trademarks, and/or trade secrets. Nothing contained in this Agreement, or the receipt and evaluation of your submission, shall limit our right to contest the validity or infringement of any asserted protection.

10. It is understood and agreed that we, in our own judgment, may accept or reject the product or invention you may submit and shall not be obligated in any way or at any time concerning this or any other submission you may make, unless and until we enter into a properly executed written agreement, and then only according to all the terms of such an agreement.

11. While we assume no obligation to do more than indicate if we are interested in your submission, we assure you that we will carefully consider your submission, and we will attempt to notify you of our decision as promptly as possible.

12. Nothing in this Agreement shall be construed to require any unlawful act; and in the event of a conflict between any provision hereof and any applicable statute, law, or ordinance contrary to which the parties have no legal right to contract, the latter shall prevail, but in such event the affected provision of this Agreement shall be curtailed and limited only to the extent necessary to bring it within the legal requirement.

13. This Agreement applies to you and us, and our respective employees, agents, advisors and affiliated companies. This Agreement also applies to any additional written or oral disclosures that might be made incidental to the submission, whether made before now, at the same time as this submission, or at a later date. These conditions may be amended or superseded only by a subsequent written agreement signed by you and us. This Agreement will be governed by the laws of the State of California without regard to the conflicts of laws rules contained there. Any disputes that arise between the parties with respect to the performance of this Agreement that the parties cannot amicably resolve shall be submitted to binding arbitration by the American Arbitration Association, to be determined and resolved by said association under its rules and procedures in effect at the time of submission. The arbitrator shall not have the power to award punitive or exemplary damages. The prevailing party shall be awarded its reasonable legal expenses incurred in connection with the arbitration proceedings, including, but not limited to, attorney’s fees and costs. This Agreement will apply to any additional submissions submitted by you to us. 

 By making a submission to Bluefish Concepts LLC this agreement is considered to be AGREED TO AND ACCEPTED TO by you.