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Mutual Non-Disclosure Agreement (Doc Revision 1.10 2013/08/24)

WHEREIN, the parties mutually desire to engage in discussions which may lead to a business relationship; and
WHEREIN, the parties in the course of their dealings may furnish to each other “Confidential Information” and do not wish to convey any interest or right therein to the other or make such Confidential Information public or common knowledge;
NOW, THEREFORE, in consideration of the joint nature of the disclosure and business relationship between the parties, it is hereby agreed as follows:

Articles:
I} CONFIDENTIAL INFORMATION. For purposes of the agreement "Confidential Information" shall mean the following: 

(a) Any information, know-how, data, process, technique, design, drawing, program, formula or test data, work in process, engineering, manufacturing, marketing, financial, sales, supplier, customer, employee, investor or business information, whether in oral, written, graphic, or electronic form, or
(b) any document, diagram, drawing, computer program or other communication which is either conspicuously marked "confidential," known or reasonably known by the other party to be confidential, or is of a proprietary nature and is learned or disclosed in the course of discussions, studies, or other work undertaken between the parties. 

The above notwithstanding, "Confidential Information" shall not include Non-Protected Information as defined in article 4.

2} JOINT UNDERTAKING. Both parties and their respective employees and agents agree that during the period of their discussions and/or business relationship and for a period of five years after the later of the termination of such discussions or termination of such relationship, the recipient of Confidential Information will not at any time disclose to any person or use for its own benefit or the benefit of anyone, Confidential Information of the other party without the prior express written consent of said party.

3} RETURN OF CONFIDENTIAL INFORMATION. Upon termination of the discussion and/or business relationship between the parties, the recipient of Confidential Information shall promptly deliver to the other party any and all such Confidential Information in its possession or under its control, including, without limiting the foregoing, any and all copies thereof which the recipient may have made, may have access to, or may receive or possess during the period of its discussions and/or business relationship, except as the parties by prior express written permission or agreement have agreed to retain.

4} NON-PROTECTED INFORMATION. The parties agree that their mutual covenant not to disclose Confidential Information shall not apply to any information or data or other materials imparted to the extent that any of the following conditions exist or come into existence:

• Information, which at the time access is gained, is already in the recipient's possession or available to it or its employees from any other source having no obligation to the party which is the source of said information.
• Such information which is, or any time hereafter becomes, available to the public through acts not attributable to the recipient.
• Such information which, after access is gained to the disclosure, is at any time obtained by the recipient from any other person, firm or company having no obligation to or relationship with the source of said information.

5} NO CONVEYANCE OR LICENSE. Nothing in the agreement shall be construed to convey to the recipient of Confidential Information any right, title or interest in any Confidential Information, or any license to use, sell, exploit, copy or further develop any such Confidential Information. This agreement does not in any way bind the parties to enter into a business relationship with the other of any type.

6} GOVERNING LAW. This agreement shall be construed for all purposes in accordance with the law of the state of California, USA.

7} SEVER-ABILITY. If any provision of this agreement is declared void or unenforceable, such provision shall be severed from this agreement which shall otherwise remain in full force and effect. 

8} REMEDIES. The parties agree that if there is a breach of this agreement by either party, the other shall have remedy in law and/or equity including, but not limited to, appropriate injunctive relief of specific performance as may be granted to a court of competent jurisdiction.

9} ENTIRE AGREEMENT. This agreement constitutes the entire agreement between the parties with respect to the subject matter addressed herein. This agreement may not be amended or modified except by a writing signed by both parties.

10} COURT ORDERED DISCLOSURE. Neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government; provided that ten days’ notice must first be given to the other party so a protective order, if appropriate, may be sought by such party. 

11} ASSIGNEES AND SUCCESSORS. This agreement shall be binding upon the parties hereto and their respective assigns and successors.



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