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EnigmA Amiga Run 1996 June
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EnigmA AMIGA RUN 08 (1996)(G.R. Edizioni)(IT)[!][issue 1996-06][EARSAN CD VII].iso
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viscorp.lha
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10-non-disclosure
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1996-04-18
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6KB
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117 lines
_________________________________________________________________
NON-DISCLOSURE AGREEMENT
_________________________________________________________________
This Agreement is made between Visual Information Services Corp.
(VIScorp), a Nevada corporation, having offices at 111 North Canal
Street, Suite 933, Chicago, Illinois 60606-7204, and
____________________________________.
WHEREAS, the parties find it mutually beneficial to discuss business
and technical matters relating to set-top boxes.
WHEREAS, it is in the interest of both parties to disclose, one party
to the other, certain information that is considered confidential and
proprietary in order to most effectively further the purpose of these
discussions and only to further the purposes of these discussions,
NOW, THEREFORE, it is agreed as follows:
1. Information relating to the Business may be designated as
confidential and/or proprietary by a party if it is reasonably
held by that party to be relevant to the success of its business
and it is not known to the public. A party that furnishes
confidential information shall be designated the
"Discloser." The party receiving such information shall be
designated the "Recipient."
2. For the purpose of the Agreement, written information that is
considered confidential or proprietary shall be so marked by the
Discloser. Information that is furnished orally shall be
considered confidential if the disclosure so indicated at the time
of the furnishings of said information.
3. In addition to the above, furnished information shall be
confidential if it is obvious from its content if the context
under which it is furnished that it is confidential.
4. The Discloser may give notice in writing that written or verbal
information that has been previously furnished, but not declared
confidential, is in fact confidential. This information is to be
treated as "Confidential" by the Recipient from the time
of receipt of said notice. The Recipient is to make reasonable
efforts to mark all written copies of such information under its
control as "Confidential" or "Proprietary" and to
make reasonable effort to inform the Discloser of any disclosures
by the Recipient to third parties of such information that have
occurred between the time of receipt of the information and
receipt of notice that it is confidential. Recipient has no
responsibility to attempt to control the use of such information
by such a third party.
5. For a period of five (5) years from the date of receipt, all
Confidential information shall be maintained in confidence by
Recipient, shall not be disclosed to any third party, and shall be
protected with the same degree of care as recipient normally uses
in the protection of its own confidential and proprietary
information, but in no case with any less degree than reasonable
care. Recipient further agrees not to use any confidential
information received from Discloser except for the purposes set
forth herein.
6. The restrictions herein set forth shall not apply with respect to
information designated by Discloser as Confidential which:
1. Is known by Recipient at the time of receipt as evidenced by
Recipient's records, or
2. Is or becomes a part of the public domain without breach of
the Agreement by Recipient, or
3. Is obtained by Recipient from a third party under conditions
permitting its disclosure to others, or
4. Is independently developed by Recipient, or
5. Is disclosed by Recipient pursuant to judicial action or
Government regulations provided Recipient notifies Discloser
prior to such disclosure and cooperates with Discloser in the
event Discloser elects to legally contest and avoid such
disclosure.
7. Except as expressly herein provided, this Agreement shall not be
construed as granting or conferring, either expressly or
implicitly, any rights, licenses, or relationships by the
furnishing of Confidential information pursuant to the Agreement.
8. All tangible information, including drawings, specifications and
other information furnished hereunder shall remain the property of
the Discloser. If either party elects not to pursue any further
business undertaking, Recipient (being either or both of the
parties) shall promptly return all tangible information, including
any and all copies or partial copies thereof.
9. This Agreement shall become effective as of date second written
below and shall terminate two (2) years thereafter. Expiration of
the term of the Agreement shall not relieve either party of any
obligation set forth in Paragraph 5 with respect to Confidential
information, and all such obligations shall continue until
expiration of the period set forth in Paragraph 5.
10. This Agreement shall be subject to and construed in accordance
with the laws of the State of Nevada in the United States of
America.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
second written below.
Visual Information Services Corp.
By: By
Name: Name:
Title: Title:
Date: Date:
_________________________________________________________________
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