Confidentiality Letter

FCC ID: HCOT37DVUS4A

Cover Letter(s)

Download: PDF
FCCID_2359757

Dali Wireless, Inc. 535 Middlefield Road, Suite 280 Menlo Park, CA 94025 http://www.daliwireless.com August 5th, 2014 Timco Engineering, Inc. 849 N.W. State Road 45 P.O. Box 370 Newberry, Florida 32669 USA Reference: Restricted Access of Equipment and Documentation Notice FCC ID: HCOT37DVUS4A Pursuant to Sections 0.457 and 0.459 of the Rules, 47 C.F.R. § 0.457 and 0.459, Dali Wireless requests confidential treatment of certain information submitted with this document. This Restricted Access of Equipment and Documentation Notice is to inform Timco Engineering, Inc. that access to equipment and related documentation supplied by Dali Wireless Inc. is to be restricted to only authorized users in order to ensure the security of the equipment and confidentiality of related documentation at all times. Only designated professionals shall be allowed to maintain or service the equipment. Dali Wireless, Inc. is requesting the internal photos be permanently confidential. This non- consumer device is inaccessible to the general public, and shall be kept in a secured and locked environment. Further, Dali Wireless, Inc is requesting the Operational Description and User Manual (the Documents referenced below) be permanently confidential. The reason for this request is that the Documents are of a technical nature and are not provided to the consumer because the consumer cannot service the device. Our devices will be sold to a limited audience and the Dali wishes the Documents to be inaccessible to the general public at all times. Appropriate documentation will be made be available only to Dali Wireless, Inc. partners and integrators only. Designated professionals under the employ of these partners and integrators will be responsible for service and maintenance of our devices. Each partner and integrator will be under a non-disclosure agreement with Dali Wireless, Inc. A sample of this agreement is included below. In conclusion, Dali Wireless, Inc. requests the permanent confidentiality for the following items:

Dali Wireless, Inc. 535 Middlefield Road, Suite 280 Menlo Park, CA 94025 http://www.daliwireless.com Permanently Confidential - Operational Description “t37DVUS4N-OpDes-vX.pdf” Permanently Confidential - User Manual “t37DVUS4N-UserMan-vX.pdf” Permanently Confidential - Schematics “t37DVUS4N-Schem-vX.pdf” Permanently Confidential - Parts List “t37DVUS4N-PartsLst-vX.pdf” Permanently Confidential –Internal Photographs “t37DVUS4N-IntPho-vX.pdf” Permanently Confidential –Block Diagram “t37DVUS4N-BlkDia-vX.pdf” Permanently Confidential –Tuning Procedure “t37DVUS4N-TunPro-vX.pdf” Where in each of the above X may be 1 to 9 and refers to the document version. Shawn Stapleton Founder and CTO

MUTUAL NONDISCLOSURE AGREEMENT THIS MUTUAL NONDISCLOSURE AGREEMENT (this “Agreement”) is entered into and effective as of the date of the last signature below (the “Effective Date”), between Dali Wireless, Inc., a Delaware corporation, and its affiliates (“Dali Wireless”) and ,a , and its affiliates. 1. Confidential Information. “Confidential least as restrictive as this Agreement; and (iii) will use the Information” means all confidential and/or proprietary Confidential Information solely for the Purpose and will information disclosed or made available by one party as not use it for the benefit of any third party. Recipient will “Discloser” to the other as “Recipient”, including but not use the same degree of care to protect the Confidential limited to, (a) business plans, financial reports, financial Information from unauthorized use or disclosure as it data, employee data, customer lists, forecasts, strategies, would use to protect its own information of a similar and all other business information; and (b) software or nature, but in no event with less than reasonable care. firmware code, semiconductor or printed circuit board (b) Recipient’s obligations under this Agreement with layout diagrams, product designs and/or specifications, respect to particular information do not apply to the extent algorithms, computer programs, mask works, inventions, that: (i) Discloser authorizes Recipient in writing to unpublished patent applications, manufacturing or other disclose such information to third parties; (ii) Recipient technical or scientific know-how, specifications, technical knows such information at the time of disclosure by drawings, diagrams, schematics, technology, processes, Discloser, free of any obligation to keep it confidential, as and any other trade secrets, discoveries, ideas, concepts, evidenced by written records; (iii) such information is or know-how, techniques, materials, formulae, compositions, becomes generally known in the relevant industry without information, data, results, plans, surveys and/or reports of fault of Recipient; (iv) employees of Recipient a technical nature or concerning research and development independently develop such information without access to and/or engineering activity. Confidential Information or use of the Discloser’s Confidential Information, as may be that of Discloser or of third parties to whom evidenced by written records; or (v) Recipient rightfully Discloser has an obligation to treat the disclosed obtains such information from a third party who has the information as confidential. Confidential Information also right to disclose the information without violation of any includes copies, notes, abstracts and other tangible confidentiality obligations. However, even if certain embodiments made by Recipient that are based on or information is already known, Discloser’s use of the contain any of such information, as well as the existence information (including the fact of the party’s use and the and progress of the Purpose (described in Section 4 manner and results of use) may not be and thus would be below). considered to be Confidential Information. 2. Identification of Confidential Information. (c) Notwithstanding anything herein to the contrary and Information will be considered to be Confidential except as reasonably necessary to comply with any Information and protected under this Agreement if it is applicable federal and state securities laws, Recipient (and identified as “confidential” or “proprietary” at the time of each employee, representative, or other agent of disclosure or if the information should reasonably be Recipient) may disclose to any and all persons, without considered to be confidential or proprietary due to its limitation of any kind, the U.S. federal and state tax nature or the context of its disclosure. treatment and tax structure of the transaction and all 3. Purpose. Recipient covenants and agrees to use materials of any kind (including opinions or other tax Discloser’s Confidential Information solely to evaluate analyses) that are provided to Recipient relating to such possible business opportunities between the parties (the U.S. federal or state tax treatment and tax structure (“Tax “Purpose”). Information”). For this purpose, “tax structure” is any 4. Protection of Confidential Information. Each party fact that may be relevant to understanding the U.S. federal acknowledges that the other party claims that its or state tax treatment of the transaction. However, the Confidential Information is a valuable and unique asset foregoing shall not be construed to permit disclosure by and agrees to the following: Recipient of any information of a technical nature concerning research and development and engineering (a) Recipient (i) will not disclose the Confidential activity disclosed by Discloser, including without Information to any third party except as provided in limitation, software or firmware code, semiconductor or Section 4(a)(ii); (ii) will not disclose the Confidential printed circuit board layout diagrams, product designs or Information to its employees or independent contractors specifications, manufacturing know-how, and patent unless the employees or independent contractors have a applications. need to know the Confidential Information for the Purpose and have executed a written confidentiality agreement at DALI WIRELESS, INC. MUTUAL NONDISCLOSURE AGREEMENT -1-

(d) If Recipient is subject to judicial or governmental the other. All provisions of this Agreement relating to proceedings requiring disclosure of particular Confidential Confidential Information disclosed pursuant to this Information, or if Recipient intends to disclose any Tax Agreement prior to termination will survive. Information to a third party, then, prior to any such 9. Assignment & Binding Effect. Neither party may disclosure, Recipient will provide Discloser with assign this Agreement without the other party’s prior reasonable prior written notice and will obtain, or provide written consent, except that no such consent is needed in Discloser with an opportunity to obtain, a protective order the event of a party’s assignment or transfer of the or confidential treatment of the Confidential Information majority of its stock or all or substantially all of its assets or Tax Information. to which the Purpose relates, as part of a merger, 5. Return of Confidential Information. All acquisition or asset sale. Any assignment in violation of Confidential Information of Discloser remains the this Agreement will be void. This Agreement benefits and property of that party and will be returned to Discloser binds the parties to this Agreement and their respective along with all copies thereof or destroyed at its request. successors and permitted assigns. Within 30 days of receiving such a request from 10. Jurisdiction & Venue. This Agreement will be Discloser, Recipient will comply with the request and governed by and construed in accordance with the laws of provide a written certification, signed by an officer, of its the State of California, exclusive of its choice of law compliance. principles. The state and federal courts located in Santa 6. No License or Warranty. No license under any Clara County, California have exclusive jurisdiction and patents, copyrights, mask work rights, trademarks or other venue over any dispute arising out of or relating to this proprietary rights is granted by the disclosure of or access Agreement. Each party consents to the personal to Confidential Information under this Agreement. ALL jurisdiction and venue of these courts. CONFIDENTIAL INFORMATION IS PROVIDED “AS 11. Entire Agreement. This Agreement contains the IS”, WITHOUT ANY EXPRESS OR IMPLIED entire understanding, and supersedes any and all prior and WARRANTIES, INCLUDING BUT NOT LIMITED TO contemporaneous agreements (oral or written), between A WARRANTY THAT IT IS ACCURATE OR the parties regarding this Agreement’s subject matter. COMPLETE OR A WARRANTY AGAINST This Agreement will not be modified, and no provision INFRINGEMENT. will be waived, except by a writing that both parties sign. 7. No Inducement or Commitment. Each party will A party’s failure to require performance will not affect the determine in its sole discretion the information to be right to require performance at any later time. If any part disclosed to the other party. Neither the disclosure nor of this Agreement is unenforceable, the rest will remain in access to Confidential Information under this Agreement effect. constitutes an inducement or commitment to enter into 12. General. Each party will comply with all applicable any business relationship. If the parties desire to pursue export control laws, rules and regulations. Any notice business opportunities together, the parties will execute a under this Agreement, if sent to the party entitled to such separate written agreement with respect to such notice at the address set forth below, will be deemed to opportunities. have been provided 3 days after the notice is sent by 8. Term & Termination. This Agreement will be certified mail (postage prepaid), or the next business day effective from the Effective Date and will continue until if the notice is sent by national overnight service. written notice of termination is provided by either party to DALI WIRELESS, INC., , on behalf of itself and its affiliates: on behalf of itself and its affiliates: By: By: Name: Kam Sandhu Name: Title: Treasurer Title: Date: Date: Address: 535 Middlefield Road, Suite 280 Address: Menlo Park, CA 94025 USA DALI WIRELESS, INC. MUTUAL NONDISCLOSURE AGREEMENT -2-


Document Created: 2014-08-11 15:55:56
Document Modified: 2014-08-11 15:55:56
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