SPI CORP
6620 S Tenaya Way, #200
Las Vegas, NV 89113
www.x20.org / Email info@uav1.com
(702)369-3966 / (702) 369-3977 Fax
PROPRIETARY Page 1 of 2
NON-DISCLOSURE/ NON-CIRCUMVENTION AGREEMENT
This is an Agreement, effective on this date: __________________________________
for this product model X27 (hereafter referred to as “Product(s)”);
between (enter name) ____________________________________________________________ (hereinafter referred to as “Party 1”) and its employees and agents and Sierra Pacific Innovations Corp and its employees and agents (hereinafter referred to as “SPI”).
It is recognized that SPI will provide Product(s) and disclose information for the following purpose(s) (hereinafter referred to as “Purpose” or “Purposes”):
For Party 1 to evaluate, purchase, demonstrate, resell, test, operate, and any other lawful usage.
SPI will provide proprietary information to Party 1 in the form of Product(s) and other written information. With respect to such Product(s) and information, the Parties agree as follows:
(1) “Proprietary Information” shall include but not be limited to Products, performance information, ideas, technical data and concepts originated by SPI not previously published or otherwise disclosed to the general public, not previously available without restriction to Party 1 or others, nor normally furnished to others without compensation, and which SPI desires to protect against unrestricted disclosure or competitive use, and which is furnished pursuant to this Agreement and appropriately identified as being proprietary when furnished.
(2) All information disclosed and Product(s) provided by SPI shall be considered proprietary and confidential and shall not be disclosed or shared with any third party.
(3) There shall be no requirement that the proprietary disclosed information subject to this Agreement be in written form.
(4) Party 1 covenants and agrees that it will, notwithstanding that this Agreement may have terminated or expired, keep in confidence, and prevent the disclosure to any person or persons outside its organization or to any unauthorized person or persons, any and all information which is received from the other under this Non-Disclosure Agreement provided however, that a receiving Party shall not be liable for disclosure of any such information if the same:
A. Was in the public domain at the time it was disclosed, or
B. Becomes part of the public domain without breach of this Agreement, or
C. Is disclosed with the written approval of the other Party, or
D. Is disclosed after 3 years from receipt of the information, or
E. Was independently developed by the receiving Party, or
F. Is or was disclosed by the disclosing Party to a third Party without restriction, or
G. Is disclosed pursuant to the provisions of a court order.
As between the Parties hereto, the provisions of this Section 4 shall supersede the provisions of any inconsistent legend that may be affixed to said data by the disclosing Party, and the inconsistent provisions of any such legend shall be without any force or effect.
Any protected information provided by SPI shall be used only in furtherance of the Purpose described in this Agreement, and shall be, upon request at any time, returned to SPI. If Party 1 loses or makes unauthorized disclosure of SPI’s protected information, it shall notify SPI immediately and take all steps reasonable and necessary to retrieve the lost or improperly disclosed information.
Party 1 acknowledges that SPI is entitled to a profit related to the sale of the Product(s) to third parties and agrees to protect the interest of SPI and to not circumvent SPI’s interests in completing, fulfilling and consummating PROPRIETARY Page 2 of 2
anticipated sales transactions and realizing the related profits from the Product(s). Therefore, upon disclosure of Product(s) information and provision of actual Product(s) by SPI, Party 1 shall at all relevant times act in SPI’s sole behalf and shall not circumvent SPI or its interests through the development of competing similar Product(s). Furthermore, if Party 1 breaches or violates any of the covenants, representations or restrictions set forth in this Agreement, Party 1 shall become immediately liable to SPI for the dollar amount equivalent to the lost profits from all Product(s) related sales transactions as well as damages, compensation any other remedy allowed or provided by law including the payment of SPI’s reasonable attorney fees required to enforce its rights and protect its interests in the Product(s). SPI will also be provided full injunctive relief under this Agreement.
(5) The standard of care for protecting Proprietary Information imposed on Party 1 receiving such information, will be that degree of care Party 1 uses to prevent disclosure, publication or dissemination of its own proprietary information.
(6) Party 1 shall not be liable for the inadvertent or accidental disclosure of Proprietary Information if such disclosure occurs despite the exercise of the same degree of care as such Party normally takes to preserve its own such data or information.
(7) In providing any information hereunder, SPI makes no representations, either express or implied, as to the information’s adequacy, sufficiency, or freedom from defect of any kind, including freedom from any patent infringement that may result from the use of such information, nor shall SPI incur any liability or obligation whatsoever by reason of such information, except as provided under Paragraph 4, hereof.
(8) Notwithstanding the execution, termination or expiration of any other Agreement executed between the Parties, the obligations of the Parties with respect to proprietary information covered by this Agreement shall continue to be governed by this Agreement and this Agreement shall supersede all other understandings between the Parties.
(9) This Agreement contains the entire agreement relative to the protection of information to be exchanged hereunder, and supersedes all prior or contemporaneous oral or written understandings and agreements regarding this issue. This Agreement shall not be modified or amended, except in a written instrument executed by the Parties.
(10) Nothing contained in this Agreement shall, by express grant, implication, estoppels or otherwise, create in Party 1 any right, title, interest, or license in or to the customer data, inventions, patents, technical data, computer software, or software documentation owned by SPI.
(11) Nothing contained in this Agreement shall grant to Party 1 the right to make commitments of any kind for or on behalf of SPI without the prior written consent of SPI.
(12) Export regulations compliance – the Parties agree to comply with all laws, regulations, orders and other restrictions from the US Government on the export of technology, products incorporating technology or information pertaining thereto that any Agency may impose. Neither Party shall export or re-export directly or indirectly any technology or products incorporating such technology that requires an export license without first obtaining such license.
(13) The effective date of this Agreement shall be the date stipulated at the beginning of this Agreement.
IN WITNESS WHEREOF, Party 1 as evidenced by the signature below agrees to these terms and conditions and represents and warrants that this Agreement is executed by a duly authorized representatives as set forth below on the date first stated above.
For Party 1:
(X):_____________________________________ Title: ____________________________________
Printed Name:______________________________ Address: _________________________________
Email:_____________________________________, Phone #________________________________