NONDISCLOSURE AGREEMENT СОГЛАШЕНИЕ О

NONDISCLOSURE AGREEMENT
THIS NONDISCLOSURE AGREEMENT (hereinafter called
"Agreement") entered into and effective as of the _____ day of
____________ 2007.
BETWEEN: Zarlink Semiconductor Limited.
Cheney Manor, Swindon, SN2 2QW, England
acting on its own behalf and on behalf of its affiliates
(hereinafter collectively called "ZARLINK")
AND:
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AS ZARLINK is engaged in the design, manufacture, marketing and
sale of a variety of semiconductor devices and in connection with its
business, owns or has in its possession certain valuable confidential
information relating thereto, including without limitation information
relating to LDMOS, Bipolar, SOI and BiCMOS Processes such as
PMA, HSA, WPX, BW, HJV, HS (such confidential information
hereinafter called in certain provisions "ZARLINK's Confidential
Information");
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AS Company is engaged in the design manufacture marketing and sale
of various integrated circuit devices and in connection with its
business, owns or has in its possession certain valuable confidential
information relating thereto, including without limitation specification
of products designed by the Company, GDS II data, layout diagrams
and the like relating to those products (such confidential information
hereinafter called in certain provisions "Company's Confidential
Information"); and
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AS the parties are willing to exchange their respective confidential
information subject to certain terms and conditions outlined below
only for evaluation in order to find out its feasibility for processing
using Zarlink Processes.
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In consideration of the promises hereinafter contained and other good
and valuable consideration, the parties agree as follows:
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ZARLINK agrees to disclose to Company such portion of
ZARLINK's Confidential Information as ZARLINK considers
necessary and appropriate in the circumstances for the purpose(s)
indicated above in the recitals. Company agrees to disclose to
ZARLINK such portion of Company's Confidential Information
as Company considers necessary and appropriate in the
circumstances for the purpose(s) indicated above in the recitals.
All confidential information disclosed hereunder in a tangible
form including transmitted by internet shall be clearly marked
by the disclosing party when disclosed to the receiving party with
the word "Confidential" or otherwise identified by an appropriate
stamp or legend indicating its confidential nature.
All
confidential information disclosed hereunder orally and identified
by the disclosing party as confidential when disclosed to the
receiving party shall be confirmed by the disclosing party in a
written resume within thirty (30) days following such disclosure.
Any such resume shall be marked by the disclosing party in the
same manner as described above.
1.
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Each party agrees to hold all confidential information disclosed
hereunder to it by the other party in confidence for a period of
five (5) years from the date of its receipt hereunder and to use the
same degree of care, but no less than a reasonable degree of care,
to prevent any unauthorized disclosure or publication thereof as it
uses to protect its own confidential information of a like nature.
Each party agrees not to disclose or divulge any of such
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confidential information to anyone except its employees,
representatives and other contractors who have a need to know
same and are directly involved in the above-mentioned exercise
provided it obtains from such employees, representatives and
contractors in advance of any disclosure of such confidential
information their written agreement to keep same confidential on
terms and conditions at least equivalent to those that apply to it
pursuant to this Agreement. Each of Marlin and its Affiliates and
company and its subsidiaries that hold such confidential
information disclosed to them by the other Party hereunder,
however, may exchange such confidential information among
themselves for the purpose(s) indicated above in the recitals.
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Each party agrees not to use any of the confidential information
disclosed hereunder to it by the other party for any purpose other
than the purpose(s) described above for the same period of time
identified in paragraph 2 above from the date of its receipt
hereunder without the prior written consent of the disclosing
party.
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All confidential information and all documents relating thereto
disclosed pursuant to this Agreement shall remain the property of
the disclosing party and shall be returned promptly by the
receiving party to the disclosing party together with any copies
thereof upon receipt by the receiving party of a written request
from the disclosing party therefore which the disclosing party
may make at any time and from time to time except for one copy
of each which the receiving party may retain for dispute
resolution purposes only in connection with this Agreement.
Each party shall have the right to make a reasonable number of
copies of confidential documents disclosed hereunder to it as
required in order to carry out the above mentioned purpose(s) of
this Agreement.
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The foregoing obligations imposed upon each party to keep all
confidential information disclosed hereunder to it by the
disclosing party in confidence and not use any thereof for any
purpose other than the purpose(s) described above shall not apply
to any such information which the receiving party can show:
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(a)
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is already in the possession of the receiving party at the
time of receiving the same from the disclosing party
without any obligation of confidentiality as shown by the
prior records of the receiving party;
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is published or becomes available within the public domain
otherwise than as a consequence of a breach by the
receiving party of its obligation not to disclose any of the
disclosing party's confidential information;
(c)
is lawfully received by the receiving party from any third
party without restriction on disclosure or use;
(d)
is independently developed without any breach of this
Agreement by the receiving party's personnel; or
(e)
is approved in writing by the disclosing party for release or
other use by the receiving party according to terms
stipulated in such approval.
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Except as otherwise expressly permitted hereunder, no license
under any patent, copyright or any other intellectual or industrial
property right of the disclosing party or its licensors is granted to
the receiving party or is to be implied by disclosure to the
receiving party of any of the disclosing party's confidential
information hereunder. The parties shall use reasonable effort to
attempt to provide information hereunder to the other party that
is accurate and sufficient for the purpose(s) indicated above.
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Neither party, however, shall assume any responsibility and no
warranty is provided whatsoever with respect to the accuracy or
sufficiency of such information disclosed hereunder. The
disclosing party warrants that it has the right to disclose the
confidential information which it supplies to the receiving party
hereunder.
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This Agreement shall continue for a period of thirty six (36)
months from its effective date subject, however, to the proviso
that either party may terminate this Agreement at any time during
the period upon prior written notice to the other party. Upon the
expiration or termination of this Agreement, each party shall
promptly return all confidential information and all documents
relating thereto disclosed to it hereunder by the disclosing party
together with any copies thereof except for one copy of each
which it may retain for dispute resolution purposes only in
connection with this Agreement. The obligations concerning
non-disclosure and use of confidential information imposed
hereunder shall survive the expiration or termination of this
Agreement and shall continue to bind the parties, their
successors, permitted assigns and their representatives for the
balance of the period of time identified in paragraph 2 above then
outstanding from the date of first receipt of such confidential
information hereunder or with respect to any applicable portion
thereof, until the date of any of the events recited in paragraphs 5
(b), (c), (d), or (e), whichever occurs first.
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8.
This Agreement contains the entire agreement of the parties
relating to the subject matter hereof and supersedes all proposals,
negotiations, representations, warranties, conditions and
agreements, collateral or otherwise, oral or written, made prior to
the execution hereof relating thereto. Any amendment to this
Agreement must be in writing, having direct reference to this
Agreement and must be signed by both parties. The invalidity of
any provision hereof shall not affect any remaining provisions.
8.
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This Agreement and the rights and obligations granted to and
undertaken by the parties shall not be assignable or transferable,
in whole or in part, by either party without the prior written
consent of the other party.
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10. This Agreement shall be governed and interpreted in accordance
with the laws of England and all disputes arising from or under
this agreement shall be subject to the exclusive jurisdiction of the
English courts. The parties shall comply with applicable law
relating to the import, export and re-export of confidential
information disclosed pursuant to this Agreement.
10.
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11. All notices, requests and other communications pursuant to this
Agreement shall be in writing and shall be given by sending
same by fax (confirmed by mail) or by courier or by hand (and
signed for on receipt) or by registered or certified mail with
return receipt requested to the other party addressed as follows:
11. 5
in the case of ZARLINK:
Zarlink Semiconductor Ltd.
Cheney Manor
Swindon, SN2 2QW
England
Attention: Ian Cooper, Director, Legal Affairs
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Zarlink Semiconductor Ltd.
Cheney Manor
Swindon, SN2 2QW
England
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Any notice, request or other communication forwarded hereunder
shall be deemed to have been received if sent by registered or
certified mail, on the fifth business day (days other than
Saturdays, Sundays, statutory holidays and locally observed
company holidays) of the receiving party after it has been mailed
except, however, in the event of an interruption of mail service
affecting either party in which case receipt shall be deemed to
occur when such notice is actually received, if delivered by fax,
on the first business day of the receiving party following the date
of issuance at the sending party's terminal of a notice of
confirmation of receipt at the receiving party's terminal, and if
delivered by courier or by hand, on the first business day of the
receiving party following the date of delivery.
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An address for service hereunder may be changed by either party
from time to time by written notice to the other party, except to
the extent required by law.
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12. Each party agrees not to use the other party's name in any way
for advertising or promotional purposes and not to make any
public announcement regarding the existence or content of this
Agreement without obtaining the prior written consent of the
other party.
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13. Neither party has any obligation by virtue of this Agreement to
procure from or sell to the other party any goods or services.
13.
14. The parties agree that the reproduction of signatures by way of
telecopying device shall be treated as though such reproductions
were executed originals. Each party undertakes to provide the
other party with a copy of this Agreement bearing original
signatures as soon as possible after execution hereof by both
parties.
14.
IN WITNESS WHEREOF the parties hereto have caused this
Nondisclosure Agreement to be signed by their respective duly
authorized representative as of the date first above written.
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Michael LeGoff
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