Non-Disclosure Agreement
WHEREAS, EVERSTOR and the Company pursuant to a working relationship which has been or may be established, anticipate that EVERSTOR may disclose or deliver to the Company components, parts, drawings, data sketches, plans, programs, specifications, techniques, processes, inventions and other information of a secret, confidential or proprietary nature for the following application (hereinafter collectively referred to as " Proprietary Information"):
WHEREAS, EVERSTOR desires to assure that the confidentiality of any Proprietary Information is maintained in accordance with terms of this agreement;
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, the Company hereby agrees as follows:
1. The Company shall hold in trust and confidence, and not discharge to any person outside its organization, any Proprietary Information which is disclosed to the Company by EVERSTOR under this Agreement. Proprietary Information disclosed under this Agreement may be used by the receiving party only for the purpose for which it was disclosed.
2. The Company shall disclose Proprietary Information received under this Agreement to persons within its organization only if such persons are bound to protect the confidentiality of such Proprietary Information.
3. EVERSTOR shall not disclose any Proprietary Information to the Company unless such Proprietary Information is designated in writing or by appropriate stamp of legend to be of a secret, confidential or proprietary nature.
4. The undertakings and obligations of the Company under this Agreement shall not apply to any Proprietary Information which:
a. is disclosed in printed publication available to the public, is described in a patent anywhere in the world, or is otherwise in the public domain at the time of disclosure;
b. is generally disclosed to third parties by the disclosing party without restriction on such third parties;
c. is approved for release by written authorization of the disclosing party; or
d. is not designated by the disclosing party in writing or by the appropriate stamp or legend to be of a secret, confidential, or proprietary nature.
5. The Company shall, upon request of EVERSTOR, return to EVERSTOR all drawings, documents and other tangible manifestations of Proprietary Information delivered to the Company under this Agreement, and all copies and reproductions thereof.
6. This Agreement shall not be construed to grant to the Company any patents, licenses or similar rights to Proprietary Information disclosed to the Company hereunder.
7. The undersigned further acknowledges that such transactions are subject to U.S,. Export Regulations and it shall be the responsibility of the undersigned to determine what requirements, if any, apply with respect to the product information.
8.
A. Any breach by the Company of any of its obligations under this Agreement would result in irreparable injury to EVERSTOR. In seeking enforcement of any of these obligations, EVERSTOR will therefore be entitled (in addition to other remedies) to injunctive and other equitable relief to prevent or restrain the breach of this Agreement.
B. The invalidity or enforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
C. This Agreement supersedes all prior agreements, written or oral, between EVERSTOR and the Company relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by EVERSTOR and the Company.
D. No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by a party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right of any other occasion.
E. This will be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns