CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (“Agreement”) is entered into on ___________________ by and between RTS Inc., a California corporation having a place of business at 19 Wellesley, Irvine, California 92612 and_______________, a _______________ corporation, having a principal place of business at _______________________________. The parties hereto agree that confidential or proprietary information of each party (“Confidential Information”) may be disclosed to the other party for the purpose of _____________________________________ (the “Purpose”). 1. Confidential Information means any information that is disclosed by one party to the other under this Agreement that is in written or other tangible form, or disclosed in any other manner. Confidential Information may include, without limitation, inventions, trade secrets, know-how, methods, techniques, engineering concepts, product specifications, compilations, drawings, models, prototypes, manufacturing business processes, pricing, business plans, customer lists, financial information, or other valuable information of whatever nature. If in written or other tangible form, it shall be identified as Confidential Information by an appropriate legend indicating its confidential or proprietary nature. If otherwise disclosed, it shall be identified as Confidential Information at the time of disclosure and shall be confirmed as such by written summary mailed to the receiving party within (30) days of the original disclosure. 2. Confidential Information disclosed by one party (the “disclosing party”) to the other party (the “receiving party”) hereunder shall be used by the receiving party solely in connection with the Purpose. The receiving party agrees for a period of five (5) years from the date of first disclosure under this Agreement: (A) Not to disclose any Confidential Information to any third party, exercising the same degree of care, but not less than reasonable care, with regard to the protection of Confidential Information as it uses in protecting and preserving its own confidential and proprietary information of a similar nature; and To restrict the dissemination of Confidential Information to only those of its employees who have been advised of its confidential nature and who need to know such information in the performance of their duties relating to the Purpose.
(B)
3. The obligations of the receiving party as set forth in this Agreement shall not apply to any information: (A) Which has become generally available in the public domain without breach of this Agreement; The receiving party can establish by written documentation was in its possession prior to disclosure pursuant to this Agreement;
(B)
(C) (D)
The disclosing party has disclosed to a third party without restriction; The receiving party has received from a third party who is properly in possession thereof and who has not received the same through an agreement with the third party to maintain such information in confidence;
The receiving party is compelled to release by law or legal process by a third party, provided that the receiving party provides the disclosing party with prompt notice of such compulsion so as to provide the disclosing party an opportunity to seek a protective order; or The receiving party has independently developed, provided that the person or persons developing same did not have access to the Confidential Information of the disclosing party. 4. No rights or licenses are granted or to be implied by this Agreement and nothing hereunder shall be construed as obligating the parties to enter into any further business or contractual relationship. The Confidential Information may not be copied except by express written permission of the disclosing party.
5. There are no warranties expressed or implied by this Agreement. Without limiting the foregoing, neither party nor its licensors make any representations nor extend any warranties, express or implied, as to the adequacy or accuracy of the Confidential Information or any other information or data related thereto, or with respect to the use thereof by the receiving party. 6. In no event, whether as a result of breach of contract, breach of warranty, tort (including negligence) or otherwise, shall the disclosing party or its licensors be liable to the receiving party for any loss or damage arising out of or resulting from this Agreement, from its performance or breach, or from the disclosure to the receiving party of the Confidential Information or any part thereof, and the receiving party agrees to indemnify the disclosing party against any such liability. 7. This Agreement shall be construed in accordance with the laws of the State of California, U.S.A. Both parties agree to abide by all applicable U.S. laws and regulations, including without limitation, laws applicable to export. 8. This Agreement is effective when duly signed by both parties and shall terminate five (5) years thereafter or two (2) weeks following written notice by either party to the other, whichever is the first to occur. The obligations of Paragraph 2 above shall survive termination. Upon termination, the receiving party, upon notice from the disclosing party and at disclosing party's sole option, shall either return all Confidential Information and any copies thereof to the disclosing party, or certify in writing to the disclosing party that all such Confidential Information and any copies in any form have been destroyed. 9. This Agreement contains the entire agreement between the parties pertaining to the subject matter hereof. No change, modification, alteration or addition to any provision of this Agreement
shall be binding unless in writing and signed by duly authorized representatives of both parties hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized representative.
RTS Inc.
By: By:
Party B
Name:
Name:
Title:
Title:
Date:
Date: