| Attention: | Steve Maxwell, Fox Electronics |
| Re: | NDA Agreement |
Please print out and fax or mail the signed agreement to : Fox Electronics, 5570 Enterprise Parkway, Fort Myers, FL 33905, Direct Phone: +001 (239)-690-2269, Direct Fax: +001 (239)-690-3469
THIS AGREEMENT is made on the date below mentioned between FOX ENTERPRISES, INC., d/b/a FOX ELECTRONICS, 5570 Enterprise Parkway, Fort Myers, Florida 33905, (hereinafter "COMPANY") and party signing below (hereinafter "RECIPIENT").
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Pursuant to a working relationship which has been and/or
may be established between the above parties, COMPANY, under the terms an
conditions set forth herein shall disclose to, RECIPIENT, valuable information,
ideas, concepts, prototypes, designs, patentable and/or nonpatentable inventions
or designs, trade secrets, corresponding advertising, packaging, documents,
programs, plans, specifications, techniques, financial data, financial or
production forecasts, patentable or nonpatentable inventions, sketches,
software, hardware, components, parts, merchandising media, sales reports and/or
information, research, marketing, trade secrets, engineering data, production
techniques, schematics, packaging, advertising, and programs. and/or specific
information which concerns the designing, developing, manufacturing, marketing,
selling, and distributing of frequency control products and related goods and
services, and which COMPANY deems to be, and RECIPIENT accepts as, CONFIDENTIAL
(hereinafter collectively referred to as the "Information"). A photo,
drawing, explanation, or examples of the Information may be contained in
COMPANY's secure or password protected internet locations, websites or home
pages. Information may be supplied to RECIPIENT in writing, electronically,
aurally, physically and/or verbally.
2. RECIPIENT agrees that all ideas or Information disclosed by COMPANY to
RECIPIENT during the course of any pre-existing, present, or future business
relationship, or any other negotiations, are and/or were so disclosed in
reliance upon a confidential relationship between COMPANY and RECIPIENT with
regard to the Information and shall not be disclosed at any time.
3. RECIPIENT understands and acknowledges that any disclosure of the
Information by RECIPIENT, RECIPIENT'S employees or agents, to any individual
and/or entity including subsidiaries, contractors, or related companies, is in
violation of this agreement and would irreparably damage COMPANY.
4. In consideration of and in return for COMPANY'S disclosure of the
Information to RECIPIENT, RECIPIENT agrees to keep it secret and hold the
Information in confidence and in trust disclosing it to no person or entity
either directly or indirectly. RECIPIENT agrees not to manufacture, sell, deal
in, apply for a patent, copyright, or trademark relating to, or otherwise use or
appropriate, the disclosed Information in any way whatever including, without
limitation, use or appropriation through adaptation, replication, imitation,
redesign or modification.
5. This disclosure of the Information from COMPANY to RECIPIENT shall be for
the purposes of (a) evaluation to determine interest in the commercial
development of the Information, (b) allowing RECIPIENT to participate in the
manufacture, advertising, marketing or distribution of COMPANY'S products, or
(c) assisting in the production or development of software programs.
6. COMPANY reserves all copyright, patent, trademark, service mark, trade
secret, trade dress rights, and all rights to confidential information which may
or may not be trade secret, which COMPANY may now have or shall later acquire
either by virtue of common law or statute. RECIPIENT is hereby notified of
COMPANY'S above mentioned and/or intellectual property rights including without
limitation, all copyright, patent, trademark, service mark, trade secret, trade
dress, right of publicity, or confidential information rights in any and all
goods or services provided by COMPANY. All Information shall be solely the
property of COMPANY. Nothing herein shall be deemed to give RECIPIENT any right,
title or interest whatever in or to the Information. Upon COMPANY's request,
RECIPIENT agrees to promptly (within 5 days) return all Information provided to
RECIPIENT by COMPANY. If Information has been altered, copied, or changed in any
way, RECIPIENT shall also return all documents pertaining to the alterations,
copies, or changes, to COMPANY, or, with COMPANY's written permission, destroy
the material and provide an Affidavit of Secure Destruction.
7. The Information disclosed under this Agreement may be used by RECIPIENT
only for the purpose for which it was disclosed. RECIPIENT may disclose the
Information received under this Agreement to persons within its organization
only if such persons are in fact obligated in writing to protect the
confidentiality of such Information to the same extent that RECIPIENT is
obligated by this Agreement. For purposes of this paragraph and RECIPIENT'S
obligations therefrom, "within its organization" shall mean the
following: Employees, officers, directors, contractors, agents, consultants,
assigns or other persons so identified to COMPANY in writing to which COMPANY
has granted written approval.
8. If any court of law shall find that any portion of this Agreement is
invalid or unenforceable, then it is specifically and expressly agreed that the
remainder of this Agreement shall remain in full force and effect.
9. This Agreement and all documents executed pursuant to it shall be
interpreted, construed, applied and enforced in accordance with and governed by
the laws of the State of Florida, regardless of where executed, delivered,
performable or breached, where any suit or other proceeding involving this
Agreement is instituted or pending, or whether the laws of the State of Florida
would otherwise apply the laws of another jurisdiction. The Twentieth Judicial
Circuit in and for Collier County, Florida, or the United States District Court
for the Middle District of Florida shall be the exclusive venue for any action
brought in relation to this Agreement or arising out of this Agreement. The
undersigned hereby represents and warrants that they are fully authorized to
bind the parties hereto to the terms of this Agreement.
10. This Agreement supersedes all prior agreements, written or oral, between
the parties hereto. This Agreement may not be modified, changed or discharged,
in whole or in part, except by an agreement in writing.
____________________________________________________
SIGNATURE (Date)
____________________________________________________
For Corporation
____________________________________________________
Name and Title (Print)