# Patent Ambiguity Agreement
**This Patent Ambiguity Agreement ("Agreement") is made effective as of [Date], by and between:**
**Party A: [Full Name/Company Name]**
**Address: [Address]**
**City, State, Zip: [City, State, Zip]**
**("Disclosing Party")**
**and**
**Party B: [Full Name/Company Name]**
**Address: [Address]**
**City, State, Zip: [City, State, Zip]**
**("Receiving Party")**
**WHEREAS,** the Disclosing Party possesses certain proprietary information, including but not limited to inventions, ideas, and patent applications (collectively, "Confidential Information"), and
**WHEREAS,** the Receiving Party desires to engage in discussions regarding potential collaboration, licensing, or other relationship involving the Disclosing Party's Confidential Information, and
**WHEREAS,** the parties recognize that the nature of the Confidential Information may include ambiguities in its patentability or scope of protection;
**NOW, THEREFORE,** in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
## 1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall include all information disclosed by the Disclosing Party to the Receiving Party, in written, oral, electronic, or any other form, regardless of whether such information is marked as confidential. This includes, but is not limited to, all pending patent applications, invention disclosures, designs, trade secrets, and any other proprietary information that the Disclosing Party reasonably identifies as confidential.
## 2. Purpose
The Receiving Party agrees to receive the Confidential Information for the sole purpose of evaluating a potential business relationship, licensing opportunity, or collaborative project related to the Disclosing Party's Confidential Information.
## 3. Obligations of the Receiving Party
The Receiving Party agrees to:
- Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.
- Utilize the Confidential Information solely for the purpose stated in this Agreement and not for any other purpose.
- Take reasonable precautions to safeguard the Confidential Information, which shall be no less than those used to protect its own confidential information.
## 4. Exclusions from Confidential Information
Confidential Information shall not include information that:
- Is or becomes publicly available without breach of this Agreement;
- Is disclosed to the Receiving Party by a third party who is not under an obligation of confidentiality;
- Is independently developed by the Receiving Party without reference to the Confidential Information;
- Is required to be disclosed by law, regulation, or court order (provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement).
## 5. Patent Ambiguity Acknowledgment
The parties acknowledge that certain aspects of the Confidential Information may involve ambiguities regarding patent eligibility, scope, and enforceability. Both parties recognize that such ambiguities do not negate the intrinsic value of the Confidential Information and agree to engage in discussions that consider such ambiguities in good faith.
## 6. Term
This Agreement shall commence on the effective date and continue for a period of [insert time period] or until either party provides written notice of termination to the other party.
## 7. No License or Ownership Rights
Nothing in this Agreement shall be construed as conferring any rights or licenses to the Receiving Party, whether express or implied, in any Confidential Information or intellectual property owned by the Disclosing Party.
## 8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
## 9. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, relating to such subject matter.
**IN WITNESS WHEREOF,** the parties hereto have executed this Patent Ambiguity Agreement as of the date first above written.
**Disclosing Party:**
Signature: _______________________
Name: [Full Name]
Title: [Title]
Date: [Date]
**Receiving Party:**
Signature: _______________________
Name: [Full Name]
Title: [Title]
Date: [Date]
---
**Note:** This document is a template and should be reviewed by legal counsel before use to ensure compliance with applicable laws and suitability for specific situations.