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This
SynTest Technologies, Inc. Nondisclosure Agreement ("Agreement") governs
the disclosure of information by and between SynTest Technologies, Inc.
("SynTest") and _______________________ ("Company"), and is entered
into by the parties as of ______________, 200_ ("Effective Date"). 1.
As used in
this Agreement, "Confidential Information" means any and all technical and
non-technical information oral, written, graphic, and machine‑readable
information provided by one party to the other party pursuant to this
Agreement, including, but not limited to, all information relating to the
respective party's patents, patent applications, research, product plans,
products, developments, inventions, processes, designs, drawings, engineering,
formulae, markets, software (including source and object code), hardware,
computer programs, algorithms, business plans, services, customers, marketing,
or financial information, or third party information, designated in writing to
be confidential and/or proprietary, or if given orally, which is confirmed in
writing as having been disclosed as confidential and/or proprietary within
thirty (30) days after disclosure, or which information would, under the
circumstances, appear to a reasonable person to be confidential and/or
proprietary. 2.
Both parties
agree that at all times and notwithstanding any termination or expiration of
this Agreement, it will hold in strict confidence and not disclose any
Confidential Information to any third party, except as approved in writing by
the disclosing party ("Discloser"). The
parties agree to use the Confidential Information solely for the purpose of
Company evaluating a business relationship with SynTest and use of SynTest's
products and services. Notwithstanding
the foregoing, the recipient party ("Recipient") shall not be in violation
of this Agreement with regard to any disclosure that was in response to a
valid order by a court or other governmental body, provided that the Recipient
provides the Discloser with prior written notice of such disclosure in order
to permit the Discloser to seek confidential treatment of such information.
In addition, both parties shall only permit access to Confidential
Information to those of its employees or authorized representatives having a
need to know, and who have signed confidentiality agreements with
confidentiality obligations at least as restrictive as those contained herein. 3.
Both parties
agree to immediately notify the other party in the event of any loss or
unauthorized disclosure of any Confidential Information. 4.
The
obligations under this Agreement with respect to any portion of the
Confidential Information shall terminate when the Recipient can prove with
documentation that: (a) it was in the public domain at the time it was
communicated to the Recipient; (b) it entered the public domain subsequent to
the time it was communicated to the Recipient through no fault of the
Recipient; (c) it was in the Recipient's possession free of any obligation
of confidence at the time it was communicated to the Recipient; (d) it was
rightfully communicated to the Recipient free of any obligation of confidence
subsequent to the time it was communicated to the Recipient; or (e) it was
developed by employees of the Recipient who had no access to any Confidential
Information and without any violation of any obligation set forth herein. 5.
Upon
termination or expiration of this Agreement, or upon the other party's
request, both parties shall promptly return to the other party (or at the
Discloser's request, destroy) all Confidential Information of the other
party, along with all documents, notes, and other tangible materials
representing the Confidential Information, and all copies thereof. 6.
Both parties
acknowledge and agree that nothing contained in this Agreement shall be
construed as granting any rights, by license or otherwise, to any Confidential
Information disclosed pursuant to this Agreement, or by SynTest to Company,
any SynTest invention, or any patent, copyright, trademark, or other
intellectual property right that has issued or that may issue, based on the
SynTest Confidential Information. Company
shall not make, have made, use or sell any product or other item using,
incorporating, or derived from any SynTest Confidential Information. Further,
Company acknowledges that SynTest's software programs contain valuable
confidential information and agrees not to modify, reverse engineer,
decompile, create other works from, or disassemble any software programs
contained in the Confidential Information unless otherwise expressly permitted
to do so in advance in writing by SynTest. 7.
Neither
party shall have any obligation to enter into a business relationship with or
sell or purchase any item from the other party, and nothing in this Agreement
shall restrict either party's right to develop or acquire information that
is the same as or similar to the Confidential Information, provided neither
party does so in breach of this Agreement or in violation of any obligation
set forth herein. 8.
Confidential
Information shall not be reproduced in any form or transferred to any media
except as authorized by the Discloser and as required to accomplish the intent
of this Agreement described in Section 2 above. Any reproduction of any Confidential Information shall remain
the property of the Discloser, and shall contain any and all confidential or
proprietary notices or legends which appear on the original, unless otherwise
expressly permitted in writing by the Discloser. 9.
This
Agreement shall terminate five (5) years after the Effective Date.
Notwithstanding the foregoing, both parties' confidentiality
obligations under this Agreement shall survive expiration or termination of
the Agreement indefinitely and shall be binding upon the parties' heirs,
successors, and assigns. 10.
This
Agreement shall be governed by and construed in accordance with the laws of
California without reference to conflict of laws principles.
Any disputes under this Agreement may be brought in the state courts
and the Federal courts located in Santa Clara County, California, and the
parties hereby consent to the personal jurisdiction and venue of these courts.
This Agreement may not be modified or amended except by a writing
signed by both parties. 11.
Both
parties agree that breach of this Agreement may cause the other irreparable
damage for which recovery of damages would be inadequate, and, as such, in
addition to all other remedies available to the non-breaching party, the
non-breaching party will be entitled to seek timely injunctive relief under
this Agreement, as well as any further relief as may be granted by a court of
competent jurisdiction. 12.
If any
provision of this Agreement is found by a proper authority to be unenforceable
or invalid, such unenforceability or invalidity shall not render this
Agreement unenforceable or invalid as a whole and, in such event, such
provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of
applicable law or applicable court decisions. 13.
Company will
not assign or transfer any rights or obligations under this Agreement without
SynTest's prior written consent. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties' respective
successors and assigns. 14.
Neither
party shall export, directly or indirectly, any technical data acquired
pursuant to this Agreement, or any product utilizing any such data to any
country for which the U.S. Government or any agency thereof at the time of
export requires an export license or other governmental approval without first
obtaining such license or approval. 15.
All notices
or reports permitted or required under this Agreement shall be in writing and
shall be delivered by personal delivery, electronic mail, facsimile
transmission or by certified or registered mail, return receipt requested, and
shall be deemed given upon personal delivery, five (5) days after deposit in
the mail, or upon acknowledgment of receipt of electronic transmission.
Notices shall be sent to the addresses set forth at the end of this Agreement
or such other address as either party may specify in writing. 16.
SynTest and
Company are independent contractors, and nothing contained in this Agreement
shall be construed to constitute the parties as partners, joint venturers,
co-owners or otherwise as participants in a joint or common undertaking. 17.
This
Agreement constitutes the entire agreement between the parties concerning its
subject matter. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one instrument. In
Witness Whereof, the parties hereto have caused this SynTest Technologies,
Inc. Nondisclosure Agreement to be executed as of the Effective Date. SynTest Technologies, Inc.
Company: _____________________________ By: ___________________________________
By: _________________________________ Name: ________________________________
Name: ______________________________ Title: __________________________________
Title: _______________________________ Address:
SynTest Technologies, Inc.
Address: _____________________________ 505 S.
Pastoria Ave, Suite 101
_____________________________ Sunnyvale,
CA 94086
_____________________________ Facsimile:
408-720-9960 |
