The
undersigned (hereinafter referred to as “RECIPIENT”) ___________________and Valeriy Ivanovich YEFREMOV
(hereinafter referred to as “INVENTOR”) agree that any and all information,
drawings, specifications, data, know-how and all other communications, oral or
written, disclosed or provided to RECIPIENT by INVENTOR (hereinafter referred
to as the “INFORMATION”)shell be
subject to the following obligations:
(a)RECIPIENT will keep all INFORMATION CONFIDENTIAL
and will not, without the prior written consent of INVENTOR disclose any
INFORMATION to any third party, except RECIPIENT’S officers and employees on a
“need to know” basis in furtherance of RECIPIENT’S evaluation.
(b)RECIPIENT will not use either
directly or indirectly any INFORMATION for any purpose whatsoever, other than
for the purpose of evaluating of and/or providing consulting services to
INVENTOR, without the prior written consent of INVENTOR. The evaluation period
sell be six (6) months from the date of this agreement.
(c)RECIPIENT represents and warrants that all its
officers and employees to whom IMFORMATION is communicated hereunder are
obligated NOT to use or disclose the INFORMATION or any other confidential
information regarding the business of INVENTOR obtained in the course of their
employment, and RECIPIENT shall take reasonable steps to provide that
INFORMATION is not used or disclosed by such employees and officers except as
permitted by this Agreement.
(d)All tangible information including,
without limitation, drawings, blueprints, designs, parameters of design,
monographs, specifications, flow sheets, sketches, descriptions, data and other
tangible material pertaining thereto shall remain the property of INVENTOR.
Immediately upon the request of the INVENTOR, RECIPIENT shall return all
tangible information, and all copies thereof, to INVENTOR or its designated
agent.The foregoing obligations of confidentiality and non-use shell not apply
to:
1.Information known to RECIPIENT prior
to the date of its disclosure pursuant to this Agreement and not obtained or
derived directly or indirectly from INVENTOR; or
2.Information which is or becomes
public or available to the general public otherwise than through RECIPIENT”S
act or default or as the act of default of RECIPIENT’S officers or employees;
or
3.Information obtained subsequent to
disclosure under this Agreement from a third party who is lawfully in
possession of same and which information is not subject to confidential or
non-use obligation owed to INVENTOR or others.
All written disclosures
of INFORMATION considered confidential by INVENTOR shall bear the notation
“CONFIDENTIAL”.
For the purpose of this
Agreement, specific information disclosed shall not be deemed to be in the
public domain or in the prior possession of RECIPIENT merely because it is
embraced by more general information in the public domain or by more
information in the prior possession of RECIPIENT.
Nothing herein shell be
construed as given RECIPIENT any right, title, interest in or ownership of
INFORMATION, and with respect to any portion thereof which is or becomes public
information and is now or hereafter becomes covered by any patent, RECIPIENT’S
rights with respect thereto shall be subject to all rights of the patent owner
and /or licensee.
This Agreement is binding
upon RECIPIENT and its successors for a period of five (5) years from the date
hereof, and inures to the benefit of and shell be enforceable by INVENTOR and
its successors.
This Agreement shell be
construed and enforced in accordance with the substantive laws of the State of
California, USA. If any provision of this Agreement is held to be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the remaining
provisions shell not in any way be affected or impaired thereby.
This Agreement
constitutes the entire understanding between RECIPIENT and INVENTOR, and supersedes
and replaces all previous understandings, representations or agreements
relating to this subject matter. This Agreement may be modified in any way
except by a written instrument signed by RECIPIENT and INVENTOR. No waiver of
any term of this Agreement, whether by conduct or otherwise, in any single
instance or in repeated instances, sell be deemed to be a further or continuing
waiver of the same or any other term of this AGREEMENT.
The Agreement is made in
consideration of the disclosure of INFORMATION to be made, permitted, or
facilitated by INVENTOR.
INVENTOR and RECIPIENT
hereby agree that all the protection, in this confidentiality Agreement,
provided to the INVENTOR for disclosure of information to RECIPIENT, apply
equally to disclosures of information to RECIPIENT, apply equally to disclosure
of information from RECIPIENT to INVENTOR.