EXECUTED as a aled instrument as of the day and year first t forth above.
ANALOG DEVICES, INC. PARTICIPANT Participant’s Address:
By: _____________________________ By: _____________________________
______________________________
Name: Name: ______________________________ Title: Title: Updated 2/07
MUTUAL NONDISCLOSURE AGREEMENT
Agreement dated as of _____________, 20___ (the “Effective Date”), by and between Analog Devices, Inc., a Massachutts corporation (“ADI”), with offices at One Technology Way, Norwood, MA 02062, U.S.A., and __________________, a ______________ corporation (“Participant”). 1. Background. The parties intend to engage in discussions and negotiations concerning a possible business relations
hip or transaction and each party may disclo or deliver to the other party and to the other party’s directors, officers, employees, agents or advisors (collectively, “Reprentatives”) certain of its trade crets or confidential or proprietary information for the purpo of enabling the other party to evaluate the feasibility of the business relationship or transaction and to perform its obligations under any agreement related thereto that may be entered into by the parties (the “Purpo”). The parties have entered into this Agreement in order to assure the confidentiality of such trade crets and confidential or proprietary information. The party disclosing Proprietary Information is referred to as the “Disclosing Party” and the party receiving such Proprietary Information is referred to as the “Recipient.” 2. Proprietary Information. The term “Proprietary Information” shall mean information of the Disclosing Party, including, but not limited to, trade crets, proprietary, technical, developmental, operating, financial, performance, cost, know-how, process, client and prospect information, and all samples, models, reports, tables, data and prototypes containing or disclosing such information, that is (a) marked or accompanied by documents clearly and conspicuously designating the information as “confidential” or the equivalent, or (b) identified by the Disclosing Party in writing as confidential before, during or promptly after the disclosure. In addition, the term “Proprietary Information” shall be deemed to include any notes, analys, compilations, interpretations, memoranda or other documents prepared by the Recipient or its Reprentatives wh
ich contain, reflect or are bad upon, in whole or in part, any Proprietary Information of the Disclosing Party. 3. U and Disclosure of Proprietary Information. The Recipient and its Reprentatives shall hold in confidence, and shall not disclo, any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written connt; (ii) any of the Proprietary Information may be disclod by the Recipient to its Reprentatives who need to know such information in connection with the Purpo and who are informed of the confidential nature of such information and of the terms of this Agreement and who agree to keep such information confidential, and (iii) the Recipient shall be free to u for any purpo the “residuals” resulting from access to the Proprietary Information, including without limitation u in development, manufacture, promotion, sale and maintenance of its products and rvices. “Residuals” shall mean information in intangible form, which may be retained in the unaided memory of persons who have had access to the Proprietary Information, including ideas, concepts, know-how or techniques contained therein, but shall not include Proprietary Information that has been intentionally memorized for the purpo of retaining and subquently using or disclosing it. The Recipient shall be responsible for any breach of this Agreement by any of its Reprentatives, and agrees, at its sole expen, to take reasonable measures to restrain its Reprentatives from unauthorized disclosure or u of the Proprietary Infor
mation. The Recipient shall u the Proprietary Information only for the Purpo and the Proprietary Information shall not be ud for any other purpo without the prior written connt of the Disclosing Party.
4. Limitation on Obligations. The obligations specified in Section 3 above shall not apply with respect to any Proprietary Information to the extent that it: (a) is or becomes generally known to the public through no wrongful act on the part of the Recipient; (b) is in the Recipient’s posssion at the time of disclosure otherwi than as a result of Recipient’s breach of any legal obligation to the Disclosing Party; (c) becomes known to the Recipient through disclosure by sources other than the Disclosing Party having the legal right to disclo such Proprietary Information; (d) is independently developed by the Recipient without reference to or reliance upon the Proprietary Information; or (e) is
required to be disclod by the Recipient to comply with applicable laws or
governmental regulations, provided that the Recipient provides prior written
notice of such disclosure to the Disclosing Party and takes reasonable and
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lawful actions to avoid and/or minimize the extent of such disclosure.四六级准考证打印入口2020
5. Ownership of Proprietary Information. The Disclosing Party
is and shall remain the exclusive owner of its Proprietary Information and all
patent, copyright, trade cret, trademark, domain name and other intellectual
property rights therein. No licen or conveyance of any such rights to the
Recipient is granted or implied under this Agreement.
6. Return of Proprietary Information. The Recipient shall, upon
the written request of the Disclosing Party, return to the Disclosing Party all
Proprietary Information received by the Recipient hereunder (and all copies
and reproductions thereof). In addition, upon any such request, the Recipient
shall destroy all Proprietary Information prepared by the Recipient or its
Reprentatives (and all copies thereof). Notwithstanding the return or
destruction of the Proprietary Information, the Recipient and its
Reprentatives will continue to be bound by their obligations of
confidentiality and other obligations hereunder.
7. No Reprentation or Warranty. Each party warrants that it
has the right to make the disclosures contemplated by this Agreement NO
OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER
relayraceTHIS AGREEMENT. Each party acknowledges and agrees that all
Proprietary Information is provided without any reprentation or warranty,
express or implied, as to the accuracy or completeness thereof. Only tho
reprentations and warranties which are made in a definitive agreement
entered into by the parties, when, as and if executed, and subject to such
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limitations and restrictions as may be specified therein, will have any legal
effect. This Agreement shall not be construed in any manner to be an
obligation to enter into any definitive agreement or to result in any claim
whatsoever by one party against the other for reimburment of cost for any
efforts expended with respect to the propod business relationship or
transaction. No contract or agreement providing for any transaction of the
type contemplated by the parties shall be deemed to exist between the parties
unless and until a definitive agreement has been executed.
8. Miscellaneous. (a) This Agreement (i) will be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, (ii) superdes all prior agreements, written or oral, between the
parties relating to the subject matter hereof, and (iii) may not be modified or
discharged, in whole or in part, except by an agreement in writing signed by米奇妙妙喔
both parties. (b) This Agreement shall be construed and interpreted in
accordance with the internal laws of The Commonwealth of Massachutts,
without giving effect to the principles of conflicts of law thereof. (c) The
provisions of this Agreement are necessary for the protection of the business
and goodwill of the parties and are considered by the parties to be reasonable
for such purpo. The Recipient agrees that any breach of this Agreement
may cau the Disclosing Party substantial and irreparable damages and,
therefore, in the event of any such breach or threatened breach, in addition to
other remedies which may be available, the Disclosing Party shall have the
right to specific performance and other injunctive and equitable relief. (d) The
Recipient’s obligations under Section 3 with respect to Proprietary
Information shall expire three (3) years from the date of disclosure of such Proprietary Information. This Agreement shall terminate on the third
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anniversary of the last disclosure of Proprietary Information hereunder.
Notwithstanding the foregoing, the confidentiality and u restrictions with
jenna jamesonrespect to Proprietary Information related to ADI’s miconductor fabrication
process shall survive until one of the exclusions in Section 4 applies. (e) This
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学士学位英语成绩查询Agreement may be executed electronically and in counterparts, each of which
shall be deemed to be an original, and when taken together shall constitute one
binding agreement.
