PREMIRUS CORPORATION NON-DISCLOSURE AGREEMENT
(STANDARD RECIPROCAL, Organization)
This Non-Disclosure Agreement (the "Agreement") is made and entered into as of the later of the two signature dates below by and between the PREMIRUS CORPORATION ("Premirus") and ______________________________, an organization (“Organization”).
IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT
AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS
1. Definition of Confidential Information and Exclusions.
(a) "Confidential Information" means nonpublic information that a party to this Agreement ("Disclosing Party")
designates as being confidential to the party that receives such information ("Receiving Party") or which,
under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving
Party. "Confidential Information" includes, without limitations, information in tangible or intangible form
relating to and/or including released or unreleased Disclosing Party software or hardware products, the
marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices,
and information received from others that Disclosing Party is obligated to treat as confidential. Except as
otherwise indicated in this Agreement, the term "Disclosing Party" also includes all Affiliates of the
Disclosing Party and, except as otherwise indicated, the term "Receiving Party" also includes all Affiliates
of the Receiving party.
(b) Confidential information shall not include any information, however designated, that: (i) is or subsequently
becomes publicly available without Receiving Party’s breach of any obligation owed Disclosing Party: (ii)
became known to Receiving Party prior to Disclosing party’s disclosure of such information to Receiving
Party pursuant to the terms of this Agreement, (iii) became known to Receiving party from a source other
than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party,
(iv) is independently developed by Receiving Party; or (v) constitutes Feedback (as defined in Section 5
of this Agreement).
2. Obligations Regarding Confidential Information
(a) Receiving Party shall:
(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five
(5) years following the date that Disclosing Party first discloses such Confidential Information to
Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement:
(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its
own confidential information, but no less than reasonable care, to keep confidential the
Confidential Information of the Disclosing Party.
(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of
the Disclosing Party except in pursuance of Receiving Party’s business relationship with
Disclosing Party, and only as otherwise provided hereunder; and
(iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or
prerelease hardware devices disclosed by Disclosing Party to Receiving Party under the terms of
this Agreement, except as expressly permitted by applicable law.
(b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or
other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party
reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a
protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental
entity that it will afford the Confidential Information the highest level of protection afforded under applicable
law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source
code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other
governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 2(b) (c) The undersigned Receiving Party may disclose Confidential Information only to Receiving Party’s employees
and consultants on a need-to-know basis. The undersigned Receiving party will have executed or shall
execute appropriate written agreements with third parties sufficient to enable Receiving Party to enforce all
the provisions of this Agreement.
(d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized
use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its
employees and consultants and will cooperate with Disclosing Party in every reasonable way to help
Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or
(e) Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries
of Confidential Information and all other tangible materials and devices provided to the Receiving Party as
Confidential Information, or at Disclosing Party’s option, certify destruction of the same.
The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized
disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any
other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of
(a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential
Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving
Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise
provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such
patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.
(b) In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party
as Confidential Information under the terms of this Agreement, such computer software and/or hardware may
only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 o this
Agreement) to the Disclosing Party. Unless otherwise agreed by the Disclosing Party and the Receiving
Party, all such computer software and/or hardware is provided “AS IS” without warranty of any kind, and
Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages
whatsoever arising from or relating to Receiving party’s use or inability to use such software and/or hardware.
(c) The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential
Information, or (ii) any product (or any part thereof), process or service that is the direct product of the
Confidential Information, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
(d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party’s right to independently develop or acquire products without use of the other party’s Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term “residuals” means information in intangible form, which is retained in
memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party’s copyrights or patents.
(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provision of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of Disclosing party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
(f) If either Disclosing Party or the Receiving Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitle to recover reasonable attorney’s fees and costs. This Agreement shall be construed and controlled by the laws of the State of Oklahoma, and the parties further consent to exclusive jurisdiction and venue in the federal courts sitting in Oklahoma County, Oklahoma, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the District Court of Oklahoma County, Oklahoma. All parties to this contract waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.
(g) This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and
lawful assigns, provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party. Any attempted assignment in violation of this Section shall be void.
(h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be legal, invalid or unenforceable, the remaining provision shall remain in full force and effect.
(i) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.
5. Suggestions and Feedback
The Receiving Party may from time to time provide suggestions, comments or other feedback
(“Feedback”) to the Disclosing Party with respect to Confidential Information provided originally by the
Disclosing Party. Both parties agree that all Feedback is and shall be given entirely voluntarily.
Feedback, even if designated as confidential by the party offering the Feedback, shall not, absent a
separate written agreement, create any confidentiality obligation for the receiver of the Feedback.
Furthermore, except as otherwise provided herein or in a separate subsequent written agreement
between the parties, the receiver of the Feedback shall be free to use, disclose, reproduce, license or
otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or
restriction of any kind on account of intellectual property rights or otherwise.
IN WITNESS WHEREOF, the parties herein have executed this Agreement.
P.O. Box 21812 Oklahoma City, Oklahoma 73156 By