Unilateral Nondisclosure Agreement printable pdf download

UNILATERAL NONDISCLOSURE AGREEMENT

This Agreement is being submitted to the undersigned in connection with discussions and other exchanges of

information the undersigned has had or will have with Xtremesoft, Inc., a Massachusetts corporation (the

“Company”), in connection with the possibility of licensing technology and products from the Company.

The undersigned acknowledges and agrees that its relationship with the Company is one of mutual trust and

confidence and that the undersigned, through such discussions and other exchanges of information, may gain

access to Confidential Information (as defined below). The undersigned agrees that it and each of its officers,

directors and employees will maintain the confidentiality of all such Confidential Information as follows:

1. Confidential Information.

a. Definition. "Confidential Information" for the purposes of this Agreement means all information and

know-how, whether or not in writing, relating to the investments, business, technical or financial affairs

of the Company, or the Company's subsidiaries, affiliates, investment companies, potential or future

investment companies, customers, potential customers, suppliers or potential suppliers. Confidential

Information includes, by way of illustration and not limitation, all forms and types of financial, business,

scientific, technical, economic, or engineering information, including patterns, plans, compilations,

inventions and developments, products, formulas, designs, prototypes, methods, techniques, processes,

procedures, computer programs and software (in both source code and object code formats),

documentation, technologies, plans, vendor information, customer information, personnel information,

research, and reports, whether tangible or intangible, and whether or not stored, compiled, or

memorialized physically, electronically, graphically, photographically, or in writing.

b. Exclusions and Limitations. Notwithstanding anything to the contrary contained in the foregoing,

Confidential Information shall not include information that (i) has become public knowledge through

legal means without fault by the undersigned, (ii) is already public knowledge prior to the Company's

disclosure of the same to the undersigned, or (iii) is known to the undersigned prior to the Company's

disclosure of the same pursuant to this Agreement. In addition, the undersigned shall be entitled to

release Confidential Information in order to prosecute or defend any claim under this Agreement or

pursuant to an order of a court or government agency, provided, however, in the case of release

pursuant to this sentence the undersigned shall limit the release to the greatest extent reasonably

possible under the circumstances and shall have provided the Company with sufficient advance notice to

permit the Company to seek a protective order or other order protecting its Confidential Information

from disclosure.

2. Obligations.

a. The undersigned will use the same or greater degree of care in safeguarding the Confidential

Information as it uses for its own confidential or like information and shall restrict disclosure to those of

its employees who have a need to know the same in furtherance of the purposes of this Agreement and

who have executed a written agreement that explicitly or implicitly requires them to comply with the

terms of this Agreement. The undersigned will not disclose any Confidential Information or part thereof

to others outside the undersigned and will not use the same for any purpose other than as expressly

contemplated by this Agreement.

b. The undersigned agrees that all Confidential Information contained in files, letters, memoranda, reports,

records, data, sketches, drawings, notebooks, program listings, other written, photographic, or other

tangible material, or computer input or output, computer memory, e-mail or other electronic media

which the undersigned creates or which shall come into its custody or possession shall be and are the

exclusive property of the Company to be used by the undersigned only for the purposes expressly

contemplated by this Agreement. At the request of the Company, the undersigned shall destroy all of its

copies of such Confidential Information or return the same to the Company, and in either case shall

certify its compliance with the terms of this provision. After such destruction or delivery, the

undersigned shall not retain any copies thereof or any such tangible property.

3. General.

a. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or

enforceability of any other provision of this Agreement.

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Unilateral Nondisclosure Agreement

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