NON-DISCLOSURE AGREEMENT
This Agreement is entered into effective as of the date and time of
downloading this document and between the copyright owner of the
invention described (The 'Inventor') and the party downloading detailed
information on said invention (The 'Recipient') Recipient is possibly
aquiring the rights to exploit said invention for manufacturing and
marketing means, and for that purpose the Inventor may make certain
Confidential Information (as defined below) available to the Recipient
(the "Purpose").
As a condition to, and in consideration of, the Inventor's furnishing
of Confidential Information to the Recipient, the Recipient agrees to
the restrictions and undertakings contained in this Agreement.
Recipient agrees that all information disclosed by the Inventor to
Recipient, including any such information disclosed prior to the date
of this Agreement, and including without limitation information
acquired by Recipient in writing, orally or by inspection of the
Inventor's property, relating to (without limitation) the Inventor's
prototypes, samples, technical data, trade secrets, knowhow,
actual and anticipated research, developments or products, product
plans, services, software, inventions, processes, discoveries,
formulas, architectures, concepts, ideas, designs, drawings, personnel,
customers, markets, marketing plans, distribution methods, financial
information, sales or programming matter, compositions, drawings,
diagrams, computer programs, studies, work in process, visual
demonstrations, manufacturing plans, confidential information disclosed
to the Inventor by third parties, and other data, whether oral,
written, graphic, or electronic form shall be considered "Confidential
Information".
However, Confidential Information shall not include information which,
as Recipient can prove in written evidence, (i) is now or subsequently
becomes generally known or available by publication, commercial use or
otherwise, through no fault of Recipient, (ii) is known by Recipient at
the time of disclosure, or (iii) is lawfully obtained by Recipient
without violation of a confidentiality obligation. Recipient agrees (i)
to use Confidential Information solely for the Purpose? (ii) to use all
possible means to maintain the Confidential Information in strict
confidence, and at least those measures that it employs for the
protection of its own confidential information, but in any event not
less than a reasonable degree of care, (iii) to disclose Confidential
Information only to Recipient's employees who are required to have the
information for the Purpose and have previously signed an agreement in
content similar to the provisions hereof? and (iv) to immediately
notify in writing the Inventor in the event of any unauthorized use or
disclosure of the Confidential Information. Recipient shall not reverse
engineer, disassemble, decompile or copy any software or other tangible
objects which embody the Confidential Information, nor export or
reexport or otherwise transmit, directly or indirectly, any
Confidential Information, or the direct product of Confidential
Information, except with the applicable government export approvals or
export permits.
All Confidential Information and all of the Inventor's trademarks
remain the property of the Inventor and no license or other rights in
the Confidential Information or such trademarks are granted hereby,
except as expressly provided above. This Agreement does not constitute
a joint venture or other such business agreement. All information is
provided "as is" and without any warranty, express, implied, or
otherwise, regarding its accuracy or performance.
Recipient agrees to return to the Inventor immediately upon the
Inventor's written request all documents and other tangible objects
containing or representing the Confidential Information and all copies
thereof which are in the possession of Recipient, including but
notlimited to all computer programs, documentation, notes, plans and
drawings, and any reports, presentations, memorandums and other similar
work made by Recipient in connection with or relating to the Inventor
or the Confidential Information.
With respect to Confidential Information stored in electronic form,
Recipient shall delete all such Confidential Information from its
systems and shall confirm in a writing signed by an authorized
representative of Recipient, that all Confidential Information has been
deleted. Recipient hereby acknowledges that unauthorized disclosure or
use of Confidential Information could cause irreparable harm and
significant injury, which may be difficult to ascertain.
Accordingly, Recipient agrees that the Inventor shall have the right to
seek and obtain immediate injunctive relief from breaches of this
Agreement, in addition to any other rights and remedies it may have.
Recipient's obligations hereunder shall survive termination or
expiration of this agreement until such time as all Confidential
Information disclosed hereunder becomes publicly known and made
generally available through no action or inaction of Recipient.
This Agreement shall bind and inure to the benefit of the parties
hereto and their successors and assigns, except that Confidential
Information and the rights and obligations under this Agreement may not
be assigned by Recipient without prior written consent of the Inventor.
This document contains the entire agreement between the parties with
respect to the subject matter hereof, and may not be amended, nor any
obligation waived, except by a writing signed by both parties hereto.
Any failure to enforce any provision of this Agreement shall not
constitute a waiver thereof or of any other provision.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of Sweden excluding that body of law
pertaining to conflict of law, and the parties hereto agree to submit
to the exclusive jurisdiction of the courts of Sweden any disputes
arising out of the subject matter.