It is understood and agreed to that the Discloser and the Recipient would like to exchange certain information that
may be considered confidential. To ensure the protection of such information and in consideration of the agreement
to exchange said information, the parties agree as follows:
- The confidential information to be disclosed by Discloser under this Agreement (”Confidential Information”) can be
described as and includes:
Technical and business information relating to Discloser’s proprietary ideas, patentable ideas copyrights and/or trade
secrets, existing and/or contemplated products and services, software, schematics, research and development,
production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and
current or future business plans and models, regardless of whether such information is designated as “Confidential
Information” at the time of its disclosure.
In addition to the above, Confidential Information shall also include, and the Recipient shall have a duty to protect,
other confidential and/or sensitive information which is (a) disclosed by Discloser in writing and marked as
confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by Discloser in any other
manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential
in a written memorandum delivered to Recipient within thirty (30) days of the disclosure.
- Recipient shall use the Confidential Information only for the purpose of evaluating potential business and
investment relationships with Discloser.
- Recipient shall limit disclosure of Confidential Information within its own organization to its directors, officers,
partners, members and/or employees having a need to know and shall not disclose Confidential Information to any
third party (whether an individual, corporation, or other entity) without the prior written consent of Discloser. Recipient
shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with
these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use
of the Confidential Information.
- This Agreement imposes no obligation upon Recipient with respect to any Confidential Information (a) that was in
Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault
of Recipient; (c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to the
Discloser; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or
(e) is independently developed by Recipient.
- Discloser warrants that he/she has the right to make the disclosures under this Agreement.
- This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the
Recipient any rights, license or authority in or to the information exchanged, except the limited right to use
Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any
intellectual property rights is granted or implied by this Agreement.
- Neither party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other
party. Discloser may, at its sole discretion, using its own information, offer such products and/or services for sale and
modify them or discontinue sale at any time. Furthermore, both parties acknowledge and agree that the exchange of
information under this Agreement shall not commit or bind either party to any present or future contractual
relationship (except as specifically stated herein), nor shall the exchange of information be construed as an
inducement to act or not to act in any given manner.
- Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or
expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on
either party’s decision to use or rely on any information exchanged under this Agreement.
- If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that
Discloser shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive
relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver
or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.
- This Agreement states the entire agreement between the parties concerning the disclosure of Confidential
Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any
addition or modification to this Agreement must be made in writing and signed by authorized representatives of both
parties. This Agreement is made under and shall be construed according to the laws of the State of California, U.S.A.
In the event that this agreement is breached, any and all disputes must be settled in a court of competent jurisdiction
in the State of California, U.S.A.
- If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully
as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit
enforcement of the Agreement as a whole.
WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept
the duties and obligations set forth herein.
Recipient of Confidential Information:
Name (Print or Type):
City, State & Zip:
Discloser of Confidential Information:
Amber Systems Technologies
5990 Stoneridge Drive #101 Pleasanton CA 94588 | 925-417-0762 | 888-975-1118 | Fax: 925-399-5686