NDA

FCC ID: HCOT43DPAN2

Cover Letter(s)

Download: PDF

FCCID_1743251

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unpublished patent applications, manufacturing or other that: (i) Discloser authorizes Recipient in writing to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

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 ______________________, on behalf of itself and its
affiliates: affiliates:
By: By:

Name: Name:
Title: Title:
Date: Date:
Address: 125 University Avenue, Suite 88 Address:
Palo Alto, CA 94301
USA

DALI WIRELESS, INC.
MUTUAL NONDISCLOSURE AGREEMENT
(______________________)

-2-

Document Created: 2012-07-11 16:05:03
Document Modified: 2012-07-11 16:05:03

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC