These terms and conditions (“Agreement”) create a contract between you and ExaDigm Inc, located at 2861 Pullman Street, Santa Ana, CA 92705. Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree” below. WHEREAS, the parties to this Agreement and their affiliates intend to engage in discussions for the Purpose of Investment, Integration and sales opportunities. WHEREAS, in the course of such activities it is anticipated that the parties will disclose to each other confidential information relating to the Purpose.
1. Definition. “Confidential Information” shall mean any written information and data of a confidential nature, whether owned by a party, an affiliate or a third party obtained through a confidential arrangement, including but not limited to proprietary, technical, development, marketing, sales, operating, performance, cost, know-how, business and process information, computer programming techniques, and all record bearing media containing or disclosing such information and techniques, which is disclosed by one party (“Discloser”) to the other party (“Recipient”) pursuant to this Agreement. When appropriate, the term shall also include any samples, models or prototypes, or parts thereof.
The confidentiality obligations of this Agreement shall not apply to any information which (a) is already in the public domain through no breach of this Agreement; (b) was, as between the parties, lawfully in Recipient’s possession prior to receipt from the Discloser, (c) is received by Recipient independently from a third party free to lawfully disclose such information to Recipient, or (d) is independently developed by Recipient without use of the Confidential Information. Confidential Information shall not be deemed to be in the public domain merely because any part of the Confidential Information is embodied in general disclosure or because individual features, components or combinations thereof are now or become known to the public.
2. Manner of Disclosure. Confidential Information made available in written form by one party or its affiliates to the other will be conspicuously marked “Confidential” or similarly legended before being turned over to Recipient. Any information received orally shall be treated as confidential only if a written summary of such oral communication specifically identifying the items of Confidential Information is furnished to the Recipient within thirty (30) days of the date of disclosure.
3. Restrictions. All Confidential Information delivered pursuant to this Agreement shall (a) not be copied, distributed or disseminated in any way or form by Recipient without the prior written consent of the Discloser; (b) shall be maintained in confidence and may only be disclosed to those employees and consultants of Recipient or of its affiliates who have a need to know; (c) shall not be used by Recipient for any purpose other than the Purpose, without the prior written consent of the Discloser; and (d) shall remain the property of and be returned to the Discloser (along with all copies thereof) within thirty (30) days of receipt by Recipient of a written request from the Discloser that sets forth the Confidential Information to be returned.
4. Duration. Unless mutually agreed otherwise in writing, Recipient’s obligations hereunder with respect to each item of Confidential Information shall expire three (3) years from the date of receipt by Recipient.
5. Term. This Agreement shall be effective as of today and may be terminated without cause, with respect to further disclosures, upon thirty (30) days’ prior written notice. This Agreement shall automatically expire one (1) year from its effective date; provided, however, that the rights and obligations accruing prior to termination as set forth herein shall survive the termination as specified in Section 4, above.
6. Mutual Disclaimers. The parties shall have no obligation to compensate each other for disclosures of any information under this Agreement and shall also have no obligation to enter into any further agreement with each other. It is understood and agreed that no warranties of any kind are given by the Discloser with respect to Confidential Information provided hereunder except that the Discloser warrants it has the right to make the disclosure. The parties also understand that no patent, copyright, trademark or other proprietary right or license is granted by this Agreement.
7. General. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements and understandings relating to the subject matter and shall be governed by and construed under the laws of the State of California without reference to its choice of law provisions. Any and all disputes arising under this Agreement shall be brought in the local courts in the County of Orange. Neither party may assign this Agreement without the written consent of the other party.
8. Export. The parties acknowledge that the Confidential Information disclosed by each of them under this Agreement is subject to import/export laws, regulations or other controls. Each party shall comply with such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the other party without first obtaining all required authorizations or licenses.