Re: Non-Disclosure Agreements

On Sun, 9 Oct 2005 12:00:20 +0100, John Woodgate
<jmw@xxxxxxxxxxxxxxxxxxxxxxxxx> wrote:

>I read in sci.electronics.design that Spehro Pefhany
><speffSNIP@xxxxxxxxxxxxxxxxxxxxxxx> wrote (in
><47qhk1ludf16p926c0e5pv7bh125fe4e8r@xxxxxxx>) about 'Non-Disclosure
>Agreements', on Sun, 9 Oct 2005:
>
>>Do you have a link to it?
>
>No, but I suppose a text version is not too long to post here. It is,
>however, a trifle wide!
>
>NON-DISCLOSURE AGREEMENT
>BETWEEN:
>(1) My Company name and address and
>(2) Your company name and address
>THE PARTIES AGREE AS FOLLOWS:
>The parties intend to enter into discussions with a view to potential collaboration between them relating to [define project closely] , whether
>such collaboration is proposed to be through contractual relations, joint-venture, investment, sale and purchase, use or licensing of know-how,
>patents and/or patent applications, or in any other form (in any such case, such discussions being the "Project"). In connection with the
>Project, either party (the "disclosing party") may from time to time disclose to the other party (the "receiving party") proprietary
>information, know-how, trade secrets, documents, information of a confidential nature and/or other information and documents which the
>disclosing party expressly designates as confidential ("Information", which shall include all such matters in whatever form(s) the same may be
>disclosed).
>1. Each party hereby undertakes to the other that where it is the receiving party it will:
>a. hold the Information in confidence and not disclose or permit it to be made available to any person, firm, company or third party other
>than those of its employees or third parties who need to know the same solely for the Project;
>b. only use the Information for the Project: and
>c. ensure that each person to whom disclosure is made by it is fully aware in advance of its obligations of confidence under this
>Agreement.
>The receiving party will be responsible in the event that any party to whom the receiving party has disclosed such Information breaches the
>terms of this Agreement.
>2. The above restrictions on use and disclosure shall not apply to any Information if and to the extent that such Information:
>a. is, at the time of its disclosure by the disclosing party, in the public domain, except where this has arisen as a result of a breach of
>the terms of this Agreement;
>b. was in the possession of the receiving party prior to its receipt from the disclosing party; provided that the receiving party shall
>have given notice to the disclosing party of such prior possession, the notice to include evidence of such prior possession, within 7 days of
>receipt of such Information from the disclosing party;
>c. is used or disclosed with prior written approval of the disclosing party; or d. becomes known to the receiving party from a third party
>not under an obligation of confidentiality in relation thereto and where the receiving party is not in breach of the terms of this Agreement.
>3. Any copies of the Information made by the receiving party (which shall only be made in accordance with the terms of this Agreement) shall
>reproduce the proprietary markings and any other legends contained thereon.
>4. The disclosure of any Information shall not constitute any warranty by the disclosing party as to the content, accuracy, completeness or
>fitness for Project thereof.
>5. Each party undertakes to the other that in all its dealings with the other it shall exercise the utmost good faith and the parties further
>undertake that they will not, whether directly or indirectly, seek to exploit at any time the opportunities of which they have been made aware
>by virtue of this agreement except in direct connection with the Project.
>6. Nothing in this Agreement shall grant to either party the right to make commitments of any kind for, or on behalf of, the other party without
>the prior written consent of the other party. Nothing herein shall grant, expressly or implied, any ownership right or license to use (except
>for the Project and in accordance with the terms of this Agreement) any Information.
>7. This Agreement shall not obligate or be construed to obligate either party to purchase any products from the other party or to obligate or be
>construed to obligate either party to enter into any other agreement with the other party for the Projects of any products from the other party
>or any other party. Neither party is obligated to develop, manufacture or deliver any product under this Agreement.
>8. Without prejudice to any other rights or remedies of the disclosing party, the receiving party acknowledges that
>(i) monetary damages would not be an adequate remedy for any breach by the receiving party of this Agreement;
>(ii) the disclosing party shall be entitled (in addition to monetary damages and without limiting any other legal remedy) to the remedies of
>injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement; and
>(iii) no proof of special damages shall be necessary for the enforcement of this Agreement.
>9. This Agreement shall remain in force until the earliest of:-
>a. a further agreement which supersedes this Agreement being entered into between the parties in respect of the Project;
>b. termination of this Agreement by the parties in writing; or
>c. 3 years from the date of this Agreement provided that in any such case the provisions of this Agreement shall continue in force in
>respect of any Information disclosed prior to such termination.
>10. The effective date of this Agreement is the date affixed on the last page hereof by the party last signing this Agreement.
>11. All notices hereunder shall be given by letter addressed as shown at the end of this document or such other address as a party may designate
>in writing to the other:
>12. All Information and copies thereof (whether or not in hard copy form) shall be returned by the receiving party to the disclosing party or,
>at the option of the disclosing party, destroyed, within 5 days of receipt of a written request by the disclosing party for the return, or
>destruction, of such Information.
>13. This Agreement shall not be assignable, in whole or in part, by either party without the express written consent of the other party.
>14. This Agreement shall be governed by and interpreted in accordance with the law of England and Wales and the parties hereby irrevocably
>submit to the non-exclusive jurisdiction of the courts of England and Wales.
>IN WITNESS WHEREOF, the parties hereto have authorised the undersigned persons to execute this Agreement as the act and commitment of such
>parties
>
>
>Addresses for communication:

Here's a random selection from my files.......

MUTUAL NON-DISCLOSURE AGREEMENT


THIS MUTUAL NON-DISCLOSURE AGREEMENT (this ?Agreement?) is
made and entered into this 28th day of November, 2000, by and between
xxxxxxx xxxxx, Inc., a California corporation, located at xxx xxx xxx
xxx ), and Analog Innovations, Inc., a corporation with offices at 824
East Cathedral Rock Drive, Phoenix, AZ 85048-6300 (?Analog
Innovations?):

1. Definitions. For purposes of this Agreement, ?Information?
shall mean the information provided by the disclosing party to the
receiving party which relates to plans and information relating to the
disclosing party?s products and/or services, which may include, but is
not limited to, the following types of information or other
information of a similar nature, whether written or oral: all
documentation and other tangible or intangible information,
discussions, flowcharts, or diagrams, relating to all or any portion
of the disclosing party?s existing or prospective products and/or
services; prospective new ventures; policies and procedures regarding
the design, development, and distribution of goods and/or services;
research methods and results; creative and programming tools,
methodologies, techniques; the identities of customers, business
partners, and/or suppliers (actual or prospective), and any
information relating to their actual or prospective products and/or
services; business practices, operational procedures, internal
policies, and business plans; employment and contractor relationships;
or consulting services.

In order to be considered Information, written information
must be identified at the time of the disclosure with an appropriate
legend, marking, stamp or other identification on its face as
Proprietary Information. In order to be considered Information, verbal
or visual information shall be so identified at the time of said
disclosure and the disclosing party shall notify the recipient in
writing within thirty (30) days of the disclosure and specifically
identify the Information previously disclosed. Magnetic tape, computer
software or any other similar type of machine readable format shall be
considered a verbal disclosure pursuant to this Agreement.

Such Information excludes, however, any information that (1)
has been or is obtained by the receiving party from a source
independent of the disclosing party, (2) is or becomes generally
available to the public other than as a result of an unauthorized
disclosure by the receiving party or its personnel, or (3) is
independently developed by the receiving party without reliance in any
way on the Information or Materials provided by the disclosing party.

?Materials? shall mean all memoranda, notes, records,
drawings, manuals, disks, or other documents and media, including all
copies, extracts, and summaries thereof, containing any Information or
provided to the receiving party by the disclosing party with reference
to this Agreement.

2. Authorized Use. The Information and Materials are provided
to the receiving party for the purposes of (1) discussions between the
parties to explore the possibility of a business relationship, (2)
negotiation of any definitive agreement to be executed, and (3) the
performance of any business agreement between the parties (?Authorized
Use?).

3. Limited Use. The receiving party acknowledges that it is to
be given access to the Information and Materials solely for purposes
of Authorized Use. The receiving party agrees that, except as
expressly authorized by the disclosing party, it (1) will not use the
Information, (2) will keep the Information confidential at all times,
and (3) will not copy or modify the Materials, or any copy,
adaptation, transcription, or merged portion thereof. The receiving
party shall limit its disclosure of the Information and Materials to
employees within its own organization whom the disclosing party could
reasonably expect to have a legitimate need to receive such
Information and Materials in order to accomplish the Authorized Use.
The receiving party is specifically prohibited from revealing any of
the Information to any third parties who may be competitors or
potential competitors of the disclosing party.

4. Proprietary Protection. The disclosing party shall have
sole and exclusive ownership of all right, title, and interest in and
to the Information and Materials, including ownership of all
copyrights, patents and trade secrets pertaining thereto, subject only
to the rights and privileges expressly granted by the disclosing
party.

The Information is considered to include valuable trade
secrets of the disclosing party. The receiving party acknowledges
that, in the event of any breach of this Agreement, the disclosing
party will not have an adequate remedy in money or damages. The
disclosing party, therefore, shall be entitled in such event to obtain
an injunction against such breach from any court of competent
jurisdiction immediately upon request, without the necessity of
posting a bond, even if otherwise normally required. The disclosing
party?s right to obtain such relief shall not limit its right to
obtain other remedies.

5. Disclaimer. Except as may otherwise be set forth in a
signed, written agreement between the parties, the disclosing party
makes no representation or warranty as to accuracy, completeness,
condition, suitability, or performance of the Information or
Materials, and the disclosing party shall have no liability whatsoever
to the receiving party resulting from its use of the Information and
Materials.

6. Term. The obligations of the recipient shall terminate five
(5) years after the date of this Agreement. Upon the earlier of the
disclosing party?s request or the completion of the Authorized Use,
the recipient shall promptly return or destroy all Materials and
discontinue all further use of the Information. Upon the disclosing
party?s request, the recipient shall promptly certify that such action
has been taken.

7. General. The interpretation and enforcement of this
Agreement shall be governed by the laws of the State of California in
the County of Orange, California, as it applies to a contract
executed, delivered, and performed solely in such state. The receiving
party may not sell, transfer, assign, sublicense, or subcontract any
right or obligation hereunder without the prior written consent of the
disclosing party.

8. Arbitration. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by
arbitration in Orange County, California, administered by the American
Arbitration Association in accordance with its Commercial Arbitration
Rules, and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. The arbitrator may
award monetary damages, punitive damages, injunctive relief,
rescission, restitution, costs and attorney?s fees. The arbitration
award shall be final and binding regardless of whether one of the
parties fails or refuses to participate in the arbitration. The
arbitrator shall not have the power to amend this Agreement in any
respect. Notwithstanding the foregoing, the parties agree that this
Section does not apply to the breach of provisions pertaining to
confidentiality and proprietary rights, and that either party may
petition a court of law for injunctive relief and such other rights
and remedies as it may have at law or equity against such breaches.

9. Attorney?s Fees. The prevailing party in any action sought
to enforce or interpret this Agreement or any provision thereof shall
be entitled to recover attorneys? fees and costs in conjunction with
such legal proceedings.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as set forth below.


By: ___________________________________
Signature

By: ___________________________________
Signature


...Jim Thompson
--
| James E.Thompson, P.E. | mens |
| Analog Innovations, Inc. | et |
| Analog/Mixed-Signal ASIC's and Discrete Systems | manus |
| Phoenix, Arizona Voice:(480)460-2350 | |
| E-mail Address at Website Fax:(480)460-2142 | Brass Rat |
| http://www.analog-innovations.com | 1962 |

I love to cook with wine. Sometimes I even put it in the food.
.

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