NON-DISCLOSURE AGREEMENT

For Further information you must sign Non-Disclosure agreement

THIS NON-DISCLOSURE AGREEMENT (Agreement) is made and entered into effective the last date of the signatures below by and between United States Semiconductor Corporation, a Delaware corporation (“US-Semi”), with a place of business at Independence, Missouri and (Company) , a(n) (State) corporation, (“Company”), with a place of business at (City, State) . US-Semi and Company may herein be referred to individually as a Party, and collectively as the Parties .

WHEREAS, US-Semi and Company, for their mutual benefit, desire to disclose and exchange certain information and ideas relating to (identify the Program) , for the purpose of (describe goal of exchange, eg, proposal, cooperative development, etc.) .

NOW, THEREFORE, the Parties agree that such information received by one Party from the other shall be governed by the following:

1. DEFINITION OF PROPRIETARY DATA

Proprietary Data shall mean information that the disclosing Party desires to protect against unrestricted disclosure and unauthorized use, and shall include (i) that written or recorded information which the disclosing Party designates as proprietary by appropriate stamp or legend at the time of first disclosure, and (ii) that information which is orally or visually disclosed to the receiving Party and which is identified as proprietary at the time of disclosure, is promptly reduced to or identified in writing and marked as proprietary, and forwarded to the receiving Party.

Proprietary Data herein shall not include information which:
a. Was known to the receiving Party prior to its receipt from the disclosing Party; or
b. Was independently developed by an employee of the receiving Party who did not have access to the disclosing Party's Proprietary Data; or
c. Is or becomes public knowledge without the fault of the receiving Party; or
d. Has been lawfully obtained by the receiving Party without restrictions on disclosure from a source other than the disclosing Party; or
e. Is or becomes available to a third party from the disclosing Party on an unrestricted basis.

Any information other than that fulfilling the definition of Proprietary Data above which is transferred by one Party to the other pursuant to this Agreement shall not be restricted as to the receiving Party's use or further disclosure thereof. The burden of proof as to the applicability of any of the above exceptions shall rest on the receiving Party.

HANDLING OF PROPRIETARY DATA

A Party receiving Proprietary Data from the other agrees to treat such data as proprietary for a period of (five) ( 5 ) years from the date received, and will handle such data with the same degree of care, but no less than a reasonable degree of care, that it uses to handle its own proprietary information of a like nature. Such information shall not be disclosed, duplicated, or used in analysis, design, processes or production, in whole or in part, other than for the efforts contemplated by this Agreement, and then only by those persons having a “need to know” who have been placed under a responsibility of confidentiality and limited use consistent with this Agreement. The receiving Party shall not be responsible, however, for unauthorized disclosures of Proprietary Data by persons who are or have been in its employ unless such Party failed to treat such data as proprietary and handle it with the required degree of care.

Legal Action - Should the receiving Party be faced with legal action or a requirement under government regulations to disclose Proprietary Data received hereunder, the receiving Party shall forthwith notify the disclosing Party and, upon the request of the latter, shall cooperate with the disclosing Party to contest such disclosure. Except for failure to discharge the responsibilities set forth in the preceding sentence, the receiving Party shall not be liable in damages for any disclosures pursuant to judicial action or government regulations.

Control - The Parties will each designate in writing, from time to time, the person(s) within their organizations to be the only person(s) authorized to receive Proprietary Data disclosed and notices pursuant to this Agreement. All Proprietary Data furnished hereunder (including copies or abstracts thereof) shall remain the property of the disclosing Party, and shall be returned to it or promptly destroyed by the receiving Party at its request.

Export Control - The recipient of information under this Agreement acknowledges its obligations to control access to technical data under the U.S. Export Laws and Regulations and agrees to comply with such Laws and Regulations.

Other Terms - The terms of this Agreement shall take precedence over any inconsistent or conflicting legends or markings accompanying disclosed data hereunder. That precedence notwithstanding, the Parties recognize their further obligation to adhere to the requirements of the Export Administration Act, the Arms Export Control Act, and the National Industrial Security Program Operating Manual (NISPOM) with respect to any information disclosed hereunder.

CONSIDERATION

Disclosure of information hereunder is voluntary, and neither Party is obliged to furnish any specific information by reason of this Agreement. The owner of the information shall have the sole discretion in determining whether or not to release it to the other Party, and a decision not to release information shall not be cause for termination of this Agreement.

No Cost - The Parties to this Agreement shall perform their respective obligations hereunder without monetary charge to each other. Neither Party shall be liable to the other for any cost, expense, or risk of liability arising out of the efforts of the other Party in connection with performance of this Agreement.

No Further Contract - The exchange of information hereunder does not constitute or otherwise imply an offer, acceptance or promise for any future contract, or amendment to any existing contract, between the Parties, or the creation or continuation of any other business relationship.

MUTUAL DISCLAIMERS

No License - No rights or obligations other than those expressly recited herein are to be implied from this Agreement. In particular, no license is hereby offered or granted under any present or future patent, trademark, copyright, mask work or other form of intellectual property right incorporating Proprietary Data disclosed hereunder.

No Warranty - A PARTY DISCLOSING DATA HEREUNDER MAKES NO WARRANTY, GUARANTEE OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ADEQUACY, ACCURACY, SUFFICIENCY OR FREEDOM FROM DEFECT OR INFRINGEMENT THAT MAY RESULT FROM THE USE THEREOF, and incurs no responsibility or obligation by reason thereof, including no liability for incidental, indirect, special or consequential damages.

No Agency or Combination - 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. This Agreement does not constitute, create, give effect to or otherwise imply a joint venture, partnership, teaming or pooling agreement, or formal business combination of any kind.

DESIGNATION OF AUTHORIZED RECIPIENTS

The initial recipients for the receipt of notices or Proprietary Data hereunder are:

For US-Semi: (name and title)

For Company: (name and title)

TERM AND TERMINATION

This Agreement shall terminate (one) ( 1 ) year from the date entered into unless extended in writing by the Parties. However, this Agreement may be terminated by either Party upon thirty (30) days written notice to the other, or upon mutual agreement. The Parties obligations with respect to Proprietary Data disclosed prior to termination shall survive any such termination.

GOVERNING LAW

This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Missouri , without regard to its conflicts of law principles.

8. ASSIGNMENT

Neither this Agreement nor any interest herein may be assigned, in whole or in part, by either Party without the prior written consent of the other Party and any purported assignment made in violation of this Clause shall be void; provided, however, that each Party hereto shall have the right to assign this Agreement to any entity which, by way of: (1) merger, or (ii) consolidation, or (iii) the acquisition of substantially all of the entire business and assets of the assigning Party relating to the subject matter of this Agreement, succeeds to the interest in the program of the assigning Party. Such consent shall not be unreasonably withheld, so long as such assignment does not materially affect the nature and the scope of the rights and benefits due the non-assigning Party under the terms of this Agreement. The assigning Party shall expressly require its assignee to assume all of the assigning Party's obligations and liabilities under this Agreement.

9. INTEGRATION, MODIFICATION, SEVERABILITY

This Agreement contains the entire understanding between the Parties relative to the subject matter hereof, and supercedes all prior and collateral communications, understandings and agreements. No modification to any provision hereof shall be binding unless in writing and signed by authorized representatives of both Parties. If any provision of this Agreement shall be or become unenforceable, the Parties shall endeavor to reform the Agreement appropriately, and if not, then the provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement by their authorized representatives, effective the date of the last signature affixed below.

US-SEMI

COMPANY

By:

By:

Title:

Title:

Date:

Date:

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