|
XMULTIPLE
Technologies
CONFIDENTIALITY/AGREEMENT
THIS
AGREEMENT is between XMULTIPLE Technologies ("Company")
and ____________________________________________________________
("Recipient") located at ______________________________________________________________________.
XMULTIPLE
Technologies customers purchasing or sub-contractors
developing Communication Equipment or other parties
interested in a business relationships with XMULTIPLE
have indicated the wish to obtain, in addition to
the product information which may include, software
with source code or executable code and associated
documentation, blueprints, drawings, and product circuit
diagrams. XMULTIPLE , as the manufacturer of this
interconnection/communication equipment and the owner
of the blueprints, code, drawings and circuit diagrams
relating thereto, is willing to disclose to the undersigned
Recipient such confidential information as XMULTIPLE
deems appropriate. The disclosure of information will
be made on the following basis:
1.
Confidential Information shall mean blueprints, drawings,
circuit diagrams, technical, economic or descriptive
information and concepts, or know-how relating to
the use of the XMULTIPLE Interconnection/Communication
Equipment which is disclosed directly or indirectly
by XMULTIPLE , or its affiliates in writing or otherwise,
except any portion of such information which:
(a)
You can demonstrate by written evidence to have been
in your possession prior to disclosure by us or our
affiliates and is not subject to any obligation of
secrecy to a third party: or
(b)
Is presently or hereafter becomes a part of the public
domain through no act or fault on your part.
2.
Agree not to disclose Confidential Information to
any third party including your affiliates or shareholders,
or use same on behalf of any one else without first
obtaining written authorization from XMULTIPLE .
3.
Agree to use the Confidential Information only for
the performance of standard maintenance and repair
activities for the undersigned customers and for no
other purpose.
4.
Nothing herein shall prevent the undersigned from
disclosing or using, in accordance with the terms
under which it is received, information lawfully received
from third parties who require said information directly
or indirectly from XMULTIPLE .
5.
For the purpose of paragraphs 1 and 4, disclosures
made to the undersigned, under this agreement which
are specific as to engineering, design, or operating
conditions, shall not be deemed to be within the foregoing
executions merely because they are embraced by more
general disclosures. In addition, any combination
of features shall not be deemed to be within the foregoing
exceptions merely because individual features are
in the public domain, in the undersigned possession
or received from a third party, but only in the combination
itself and its principle of operation have been so
disclosed.
6.
Agree to limit disclosure of Confidential Information
within your organization to only those employees who
need to use Confidential Information in conjunction
with the use described in paragraph 3, and who are
obligated to you by a secrecy agreement with terms
concerning disclosures and use at least restrictive
as those herein.
7.
Upon XMULTIPLE 's request, agree to return forthwith
all Confidential Information to us including all copies
made thereof.
8.
Nothing contained herein shall be construed to grant
you any immunity or license under any patent.
9. Drawings to be provided as part of this agreement
are as follows:
Drawing
No. Description Cost No. of Copies
10. Facsimiles of this executed document will be treated
as original documents and are valid and binding on
all parties.
11.
Recipient acknowledges the sensitivity implicit in
these activities and thereby recongnizes its obligation
to act in a most discrete manner.
If the foregoing conditions are acceptable, please
have an authorized officer of the undersigned company
execute two (2) copies of this agreement in the space
provided below and return both copies of XMULTIPLE
for approval signature and one complete copy will
be sent to the undersigned company.
The
drawings will be mailed within 15 days after receipt
of the signed agreement.
Company Name: __________________________________________________________
Address: __________________________________________________________
Authorized Signature: __________________________________________________________
Title: __________________________________________________________
Date: __________________________________________________________
XMULTIPLE Technologies
543 Country Club Drive #B128
Simi Valley, CA 93065
Authorized
Signature: __________________________________________________________
Title: __________________________________________________________
Date: __________________________________________________________
|
