In the course of their dealings with each other, the undersigned parties may from time to time disclose certain technical and business information, which is proprietary, and confidential ("confidential information") to the disclosing party. This will confirm the agreement and understanding of the undersigned as follows:
information" means all business, technical and other information,
whether disclosed in writing, orally, or in any other form, tangible or
Except as provided
in Paragraph 3 below, the party which receives such confidential information
from the other party agrees to treat the same as strictly confidential and
shall not divulge, directly or indirectly, to any other person, firm,
corporation, association or entity, for any purpose whatsoever, such
confidential information so received, and shall not make use of such
information, without the prior written consent of the disclosing party. The
receiving party agrees to protect such confidential information against
unauthorized disclosure using the same degree of care, but not less than a
reasonable degree of care, as the receiving party uses to protect its own
confidential information of a like nature. Such confidential information may
be disclosed only to such employees of the receiving party who reasonably
require access to such information for the purpose for which it was
disclosed and who have secrecy obligations to the receiving party.
The obligations set forth in Paragraph 2 above shall not in any way restrict or impair the right of the receiving party to disclose or use any information,
which at the time of disclosure does not qualify as a trade secret under the Uniform Trade Secret Act,
which after disclosure ceases to qualify as a trade secret under the Uniform Trade Secret Act, otherwise than through a breach of this Agreement by the receiving party,
which was known to the receiving party prior to receipt from the disclosing party, provided such prior knowledge is adequately substantiated by documentary evidence antedating the disclosure by the other party, or
which is disclosed to the receiving party by a third party (other than employees or agents of either party) without having been solicited by use of the confidential information, which, in making such information available to the receiving party, is not in violation of any obligation of confidentiality to the disclosing party under this Agreement.
The secrecy of the
confidential information disclosed pursuant to the Agreement shall be
maintained for a period of five (5) years from the date of disclosure
Upon request of the disclosing party, any writing, including software, containing or evidencing confidential information subject to this Agreement shall be returned to the disclosing party.
In WITNESS WHEREOF, the parties have duly executed this Agreement this _______ day of _________________, 2002.
BY (sign): _______________________________
BY: Zion Bar-El
TITLE: President & CEO