Thank you for your interest in Microsoft’s IP Licensing
programs. We may provide you with confidential information related to our IP
Licensing programs. Do you have the authority to agree on behalf of your
company to the below non-disclosure agreement?
If yes, please review and accept the terms below
by selecting the appropriate checkbox and select “Next”. Afterwards,
we’ll have you answer a few more questions about your product so that
we can provide you the appropriate program information. We’ll also email you a
copy of the NDA terms for your reference.
If no or if you’d prefer to discuss your inquiry with one of our
licensing executives via email before agreeing to a non-disclosure
agreement, please decline by selecting the appropriate checkbox and
select “Next”. Afterwards, you’ll receive an email that puts you in contact
with our licensing executives.
Microsoft Confidential Information means any non-public
information of Microsoft Corporation or its affiliates (“Microsoft”).
Examples include information about Microsoft’s royalty rates and
fees for various Microsoft patent licensing programs; devices and services,
business policies and practices, know-how or trade secrets.
Anything labeled as “confidential” or that a reasonable person
should understand to be confidential, should be treated as Microsoft
Company means the business entity I am employed by or represent,
the name of which I provided to Microsoft via this website for purposes of
engaging with Microsoft in intellectual property licensing discussions, on
behalf of myself and the Company.
Unilateral Agreement to Protect Microsoft Confidential Information
I agree, on behalf of myself and the Company, to not disclose
Microsoft Confidential Information with anyone unless I am required to do so by
a court order or applicable law. If I am required to disclose Microsoft
Confidential Information, or the Company is required to do so, I or the Company
will give Microsoft notice before doing so and reasonably cooperate with
Microsoft to protect against the disclosure, or, if such notice is not legally
permitted, I will request the maximum protection against disclosure of
Microsoft Confidential Information available.
I agree, on behalf of myself and the Company, to take steps to
protect all Microsoft Confidential Information using the same degree of care I
would use to protect the Company’s confidential information, but no less than a
reasonable degree of care.
I will notify Microsoft if I learn of any unauthorized
disclosure of any Microsoft Confidential Information and will help prevent
further disclosure. I understand that Microsoft may seek a court order to stop
any such disclosure.
The term of this Agreement will be seven (7) years. Upon
expiration or termination of this Agreement, I and the Company will destroy all
Microsoft Confidential Information. My and the Company’s duty to protect
Microsoft Confidential Information will survive expiration or termination of
1. The laws of the State of Washington govern this Agreement. I
consent, on behalf of myself and the Company, to exclusive jurisdiction and
venue in the courts in the State of Washington.
2. I agree, on behalf of myself and the Company, to comply with all
applicable laws, rules and regulations that apply.
3. Neither I nor the Company may assign or transfer any rights or
duties under this Agreement without Microsoft’s consent, and any attempt to do
so is void.
4. Microsoft and the Company may have contracts covering other
engagements that contain similar requirements. To the extent they are
applicable, those requirements remain in place for those contracts.
Otherwise, this Agreement covers the access of both me and the Company to
Microsoft Confidential Information.
5. If either I or the Company breach the confidentiality
obligations set forth herein, I understand that Microsoft may take action,
which may include criminal prosecution.
hereby represent and warrant, on behalf of myself and the Company, to Microsoft
as follows:(a) I have
all requisite power and authority to (i) enter into, execute, and deliver this
Agreement on behalf of myself and the Company and (ii) perform fully the
obligations here under, and (b) this Agreement has been duly executed and
delivered and is a valid and binding obligation of the Company, enforceable
against such entity in accordance with its terms, and is entered into in good
One way Non-Disclosure Agreement (June 2014)