Confidentiality provisions in contracts
Exhibit e 8. In consideration of the mutual covenants and conditions contained herein, to induce the parties hereto to provide certain information to each other and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement do hereby agree as follows:. Definition of Confidential Information. Confidential Information also includes any notes, analyses, compilations, studies or other material or documents prepared by the recipient party which contain, reflect or are based, in whole or in part, on the Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver, and if one party is nonetheless, legally compelled to disclose Confidential Information, such party may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such counsel advises it is legally required to be disclosed, provided that such party shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal.
General Contract Clauses: Confidentiality (Short Form)
Exhibit e 8. In consideration of the mutual covenants and conditions contained herein, to induce the parties hereto to provide certain information to each other and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement do hereby agree as follows:.
Definition of Confidential Information. Confidential Information also includes any notes, analyses, compilations, studies or other material or documents prepared by the recipient party which contain, reflect or are based, in whole or in part, on the Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver, and if one party is nonetheless, legally compelled to disclose Confidential Information, such party may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such counsel advises it is legally required to be disclosed, provided that such party shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal.
The recipient party shall use or cause the Confidential Information to be used only to evaluate the Transaction and in a manner consistent with the terms and conditions of this Agreement and at no time shall the recipient party otherwise use the Confidential Information for the benefit of itself or any other third party or in any manner adverse to, or to the detriment of, the disclosing party or its affiliates or their respective shareholders.
The recipient party shall be responsible for any breaches of this Agreement by any of its affiliates and any directors, officers, employees, agents and representatives of such recipient party or its affiliates. No Solicitation. For a period of one year from the date of this Agreement, neither party will directly solicit the employment of any officer or employee of the other party or its affiliates without the prior written consent of such other party.
Return of Confidential Information. A recipient party shall, upon accomplishing the limited purpose of evaluating the Transaction, or at any time upon the written request of the other party, immediately return to the other party all Confidential Information including notes, writings and other material developed therefrom by the recipient party and all copies thereof and retain none for its files. Notwithstanding such return, both parties shall continue to be bound by this Agreement.
No Representations or Warranties. In no event shall either party or its affiliates or any of their respective directors, officers, employees, agents or representatives including, without limitation, RBCCM have any liability to other party relating to or arising out of any use of the Confidential Information in accordance with this Agreement. Equitable Remedies.
Both parties hereby agree that their failure to perform any obligation or duty which they have agreed to perform under this Agreement may cause irreparable harm to the other party, which harm cannot be adequately compensated for by money damages.
It is further agreed by both parties that an order of specific performance or for injunctive relief against the recipient party in the event of a breach or default under the terms of this Agreement would be equitable and would not work a hardship on the recipient party. Accordingly, in the event of a breach or default by either party hereunder, the non-defaulting party, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right either to compel specific performance by, or to obtain injunctive relief against, the other party, with respect to any obligation or duty herein or breach thereof.
No Licenses Granted. Neither party grants any licenses, by implication or otherwise, under any patent, copyright, trademark, trade secret or other rights by disclosing Confidential Information under this Agreement. Definitive Agreement. The Company and Exar understand and agree that no contract or agreement providing for any transaction involving the Company or Exar shall be deemed to exist between Exar and the Company unless and until a final definitive agreement has been executed and delivered, and the Company and Exar hereby waive in advance, any claims including, without limitation, breach of contract in connection with any such transaction unless and until Exar and the Company shall have entered into a final definitive agreement.
The Company and Exar also agree that unless and until a final definitive agreement between Exar and the Company has been executed and delivered, neither Exar nor the Company will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the matters specifically agreed to herein.
Both parties reserve the right, in their sole discretion, to reject any and all proposals made by the other party and to terminate discussions and negotiations with respect to a Transaction at any time. Each of the Company and Exar further convenant and agree that, without the prior written consent of the other party, it will not directly or indirectly, enter into any agreement, arrangement or understanding, with any other person or entity regarding a possible transaction involving such other party of the type and for the term described above.
Any notices to be given by either party to the other will be sufficiently given if delivered personally or transmitted by facsimile or if sent by registered mail, postage prepaid, to the parties at their respective addresses set out below, or to any other addresses as the parties may notify to the other from time to time in writing.
This notice will be deemed to have been given at the time of delivery, if delivered in person or transmitted by facsimile, or within three business days from the date of posting if sent by registered mail.
If to Hifn, Inc. Los Gatos, CA If to Exar Corporation:. Fremont, CA Attention: Law Department. Facsimile: Trading in Securities. Both parties acknowledge that they are aware, and agree to advise their directors, officers, employees, agents and representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has material, non-public information concerning the Transaction from purchasing or selling securities of a company that may be a party to such Transaction or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns, however, neither party. This Agreement constitutes the complete agreement between the parties hereto with respect to the subject matter hereof and shall continue in full force and effect until terminated by mutual agreement of the parties hereto. The section headings used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
This Agreement shall be construed, performed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to the principles of conflicts of law thereof, and each party consents to personal jurisdiction in such state and voluntarily submits to the jurisdiction of the courts of such state in any action or proceeding relating to this Agreement.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability, without invalidating the remainder of this Agreement. This Agreement may not be modified or amended and no provision hereof may be waived, in whole or in part, except by a written agreement signed by the parties hereto.
No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Restrictions on Disclosure and Use.
The Company and Exar do hereby covenant and agree with each other as follows:. This Agreement shall remain in full force and effect for one year from the date hereof.
President and Chief Executive Officer.
Confidentiality Provision. You agree to keep the contents, terms and conditions of this Agreement confidential and not disclose them except to your spouse or. Confidentiality clauses are commonly inserted in any contract. In contracts for the sale of bulk products a confidentiality provision may well be an overkill. Also.
A confidentiality clause sample provides you with an outline for your confidentiality clause. A confidentiality clause also referred to as a nondisclosure agreement is a legally binding contract where an individual or enterprise guarantees to deal with particular data as a commercial secret and guarantees to not disclose such information to others without correct authorization. After a profitable interaction, a written agreement is usually ready to memorialize the phrases of the decision.
Where information is given as confidential by one party in the course of negotiations, the other party is under a duty not to disclose that information or to use it improperly for its own purposes, whether or not a contract is subsequently concluded.
Confidentiality Sample Clauses. Download PDF.
8.5 Confidentiality clauses
Confidentiality clauses are commonly inserted in any contract. They are quasi-miscellaneous provisions. In contracts for the sale of bulk products a confidentiality provision may well be an overkill. Also, in product development arrangements sometimes as part of a sales contract , the developer may prefer to remain free to operate making use of the information about the products or product applications of its customer. A confidentiality clause in a patent licence may well obstruct the registration of such licence in the national patent registers which makes the licence potentially invalid in the event that the patent is sold and transferred to another party or if the patent owner goes bankrupt.
No. IV.6.13 - Duty of confidentiality
This web site is designed for general information only. Persons accessing this site are encouraged to seek independent counsel for advice in India abroad regarding their individual legal, civil criminal issues or consult one of the experts online. Select article category Business Law Govt. As per the Indian law, confidentiality clause or non disclosure clause in a contract bounds two or more parties or all the involved parties to ensure and agree that specific type of information that is furnished by one party or all the parties will remain confidential. It stands out to be an integral element particularly in reseller agreements, license, technology, employment contracts, etc… The key objective behind including this clause is to ascertain that both the parties involved in the agreement will maintain secrecy and high levels of confidentiality. In order to seek legal help with respect to confidentiality clause, it is advised to connect with either corporate lawyer or legal consultant in Delhi, Mumbai , Chennai, Bangalore, Hyderabad , Pune, Goa, Kolkata , Ahmadabad, Gurgaon and Noida. The confidentiality clause must contain the following essentials:. The confidentiality clause is termed as breach in case either one or both the parties have not maintained the level of privacy and have disclosed it further. In such a case, it is essential to seek legal assistance from corporate lawyer or legal consultant. Redressal mechanism:Considered as an offence and crime, the law has drafted redressal mechanisms in case of breach of confidentiality clause.
A confidentiality agreement is a legally binding contract between two or more parties, often an employer and employee, in which at least one of the parties agrees not to disclose certain information. These are also known as an NDA or non-disclosure agreement.
