NDA

FCC ID: HCOT43DSCN2B

Cover Letter(s)

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FCCID_1854094

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 algorithms, computer programs, mask works, inventions, (b) Recipient‘s obligations under this Agreement with unpublished patent applications, manufacturing or other respect to particular information do not apply to the extent technical or scientific know—how, specifications,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

specifications, manufacturing know—how, and patent written notice oftermination is provided by either party to applications. the other. All provisions of this Agreement relating to (d) If Recipient is subject to judicial or governmental Confidential Information disclosed pursuant to this proceedings requiring disclosure of particular Confidential Agreement prior to termination will survive. Information, or if Recipient intends to disclose any Tax 9. Assignment & Binding Effect. Neither party may Information to a third party, then, prior to any such assign this Agreement without the other party‘s prior disclosure, Recipient will provide Discloser with written consent, except that no such consent is needed in reasonable prior written notice and will obtain, or provide the event of a party‘s assignment or transfer of the Discloser with an opportunity to obtain, a protective order majority of its stock or all or substantially all of its assets or confidential treatment of the Confidential Information to which the Purpose relates, as part of a merger, or Tax Information. acquisition or asset sale. Any assignmentin violation of 5. Return of Confidential Information. All this Agreement will be void. This Agreement benefits and Confidential Information of Discloser remains the binds the parties to this Agreement and their respective property of that party and will be returned to Discloser successors and permitted assigns. along with all copies thereof or destroyed at its request. 10. Jurisdiction & Venue. This Agreement will be Within 30 days of receiving such a request from governed by and construed in accordance with the laws of Discloser, Recipient will comply with the request and the State of California, exclusive of its choice of law provide a written certification, signed by an officer, ofits principles. The state and federal courts located in Santa compliance. Clara County, California have exclusive jurisdiction and 6. No License or Warranty. No license under any venue over any dispute arising out of or relating to this patents, copyrights, mask work rights, trademarks or other Agreement. Each party consents to the personal proprietary rights is granted by the disclosure of or access jurisdiction and venue ofthese courts. to Confidential Information under this Agreement. ALL 11. Entire Agreement. This Agreement contains the CONFIDENTIAL INFORMATION IS PROVIDED "AS entire understanding, and supersedes any and all prior and IS", WITHOUT ANY EXPRESS OR IMPLIED contemporaneous agreements (oral or written), between WARRANTIES, INCLUDING BUT NOT LIMITED TO the parties regarding this Agreement‘s subject matter. A WARRANTY THAT IT IS ACCURATE OR This Agreement will not be modified, and no provision COMPLETE OR _A WARRANTY AGAINST will be waived, except by a writing that both parties sign. INFRINGEMENT. A party‘s failure to require performance will not affect the 7. No Inducement or Commitment. Each party will right to require performance at any later time. If any part determine in its sole discretion the information to be of this Agreementis unenforceable, the rest will remain in disclosed to the other party. Neither the disclosure nor effect. access to Confidential Information under this Agreement 12. General. Each party will comply with all applicable constitutes an inducement or commitment to enter into export control laws, rules and regulations. Any notice any business relationship. If the parties desire to pursue under this Agreement, if sent to the party entitled to such business opportunities together, the parties will execute a notice at the address set forth below, will be deemed to separate written agreement with respect to such have been provided 3 days after the notice is sent by opportunities. certified mail (postage prepaid), or the next business day 8. Term & Termination. This Agreement will be if the notice is sent by national overnight service. effective from the Effective Date and will continue until DALI WIRELESS, on behalf of itself and its Southern Light, LLC, on behalf ofitself andits affiliates: affiliates: »_DLA/ Name: Albert S. Lee By: Name: Paul E. Bullington Title: CEO Title: CFO Date: Mw ,. . , 2011 Date: November 17, 2011 Address: 125 University Ave, Suite 88 Address: 156 Saint Anthony Street Palo Alto, CA 94301 Mobile, AL 36603 DaLt WirELess, INc. MUTAL NONDISCLOSURE AGREEMENT (SoutHERN LiGHt) «$


Document Created: 2011-11-30 14:44:39
Document Modified: 2011-11-30 14:44:39
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