WHEREAS, discussions and work arrangements between Microdium Limited. hereinafter referred to as “MICRODIUM”, and
Business Partner hereinafter referred to as the “The Company”, in connection with MICRODIUM’s business, may
require the disclosure of Proprietary Information; and
WHEREAS, MICRODIUM and The Company desire to protect said Proprietary Information from misappropriation and use by
others to the disadvantage of MICRODIUM or The Company;
THEREFORE, in consideration of the disclosure of said Proprietary Information by The Company and MICRODIUM and in
consideration of the promises, mutual covenants and other legal acts or forbearances between the parties, The Company and
MICRODIUM covenant and agree as follows:
The Company and MICRODIUM shall not disclose each other’s Proprietary Information to third parties or use the other’s
Proprietary Information without the prior written consent of the owner of the Proprietary Information.
The Proprietary Information constitutes the valuable trade secret property of The Company or MICRODIUM, as described
below. Disclosure of the Proprietary Information pursuant to this agreement shall not be construed as a grant of license or any other
rights to the information except as specifically agreed to in writing and signed by both parties.
The confidentiality requirements contained in this agreement shall not apply to information which: a) was in possession or was
known to The Company or MICRODIUM prior to being received from the owner of the Proprietary Information; b) is or becomes public
knowledge; c) is or becomes available to The Company or MICRODIUM from a source other than the owner of the Proprietary
Disclosure of the Proprietary Information in violation of this agreement will subject disclosing party to an action at law or equity
for damages, which result from such disclosure. The owner of the Proprietary Information shall be entitled to injunctive relief in addition
to any other relief.
Proprietary Information includes, but is not restricted to:
a) The names of customers and the nature of the relationship with such customers;
b) Computer systems, including computer hardware, computer software and unique methods used by either party in
applying the same;
c) Developments, improvements, and inventions that are produced in the course of the relationship between The Company
d) New products, inventions, improvements and modification to existent programs by MICRODIUM or The Company;
e) Source code, including API’s and file formats, that The Company seeks to review for the purposes of determining if the
functionality available through these calls is sufficient to meet The Company’s or MICRODIUM’s programming needs.
If any legal action is brought by either party against the other regarding the subject matter of this agreement, the prevailing
party shall be entitled to recover, in addition to any other relief, reasonable attorney’s fees and expenses.
This Agreement shall automatically terminate two (2) years after the Effective Date, or may be earlier terminated by either
party hereto at any time upon thirty (30) days prior written notice to the other party.
Notwithstanding any such termination, the
Company’s obligations with respect to Confidential Information shall survive the termination of this Agreement as provided herein and
shall be binding upon the Company’s heirs, successors and assigns. The Company’s confidentiality obligations hereunder shall survive
and continue in full force and effect with respect to non-technical sales, marketing, and financial Confidential Information for two (2)
years from the date of disclosure of such Confidential Information, unless earlier terminated. The Company’s obligations with respect to
all technical Confidential Information shall survive and continue in full force and effect for five (5) years from the date of disclosure of
such Confidential Information, unless earlier terminated.
After any termination of the working relationship between The Company and MICRODIUM, upon written request, the party requested
shall return all originals and copies thereof of any requested Confidential Information originally disclosed by the other party that has
been fixed in any tangible means of expression within ten days.
This Agreement constitutes the sole understanding of the parties regarding subject matter hereof and may not be amended or modified
except by a writing signed by each of the parties to this Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives.
Signed on behalf of Company