THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into on
________________________, 1994, by and between Multimedia Co., a [type
of legal
entity] ("Disclosing Party") and ______________________[a type of legal
entity] ("Receiving Party").
INTRODUCTION
WHEREAS, Disclosing Party possesses certain confidential proprietary
information;
and WHEREAS, in connection with the pursuit, evaluation and/or
feasibility of a
business relationship, and/or the consummation of a transaction between
Receiving
Party and Disclosing Party (collectively, the "Business Purposes"),
confidential
proprietary information of Disclosing Party may become available to
Receiving Party.
WHEREAS, Disclosing Party desires to prevent the unauthorized use and
disclosure
of its confidential proprietary information. NOW THEREFORE, in
consideration of
these premises and for other good and valuable consideration, Receipt
of which is
hereby acknowledged, the parties agree as follows:
I. "Confidential Information". For purposes of this Agreement,
Confidential
Information shall mean all strategic and development plans, financial
condition,
business plans, co-developer identities, data, business records,
customer lists,
project records, market reports, employee lists and business manuals,
policies and
procedures, information relating to processes, technologies or theory
and all other
information which may be disclosed by Disclosing Party or to which
Receiving Party
may be provided access by Disclosing Party or others in accordance with
this Agreement,
or which is generated as a result of or in connection with the Business
Purposes,
which is not generally available to the public.
II. Nondisclosure Obligations. Receiving Party promises and agrees to
receive and
hold the Confidential Information in confidence. Without limiting the
generality
of the foregoing, Receiving Party further promises and agrees: A. to
protect and
safeguard the Confidential Information against unauthorized use,
publication or
disclosure; B. not to use any of the Confidential Information except
for the Business
Purposes. C. not to, directly or indirectly, in any way, reveal,
report, publish,
disclose, transfer or otherwise use any of the Confidential Information
except as
specifically authorized by Disclosing Party in accordance with this
Confidentiality
Agreement. D. not to use any Confidential Information to unfairly
compete or obtain
unfair advantage vis a vis Disclosing Party in any commercial activity
which may
be comparable to the commercial activity contemplated by the parties in
connection
with the Business Purposes. E. to restrict access to the Confidential
Information
to those of its officers, directors, and employees who clearly need
such access
to carry out the Business Purposes. F. to advise each of the persons to
whom it
provides access to any of the Confidential Information, that such
persons are strictly
prohibited from making any use, publishing or otherwise disclosing to
others, or
permitting others to use for their benefit or to the detriment of
Disclosing Party,
any of the Confidential Information, and, upon Request of Disclosing
Party, to provide
Disclosing Party with a copy of a written agreement to that effect
signed by such
persons. G. to comply with any other reasonable security measures
requested in writing
by Disclosing Party.
III. Exceptions. The confidentiality obligations hereunder shall not
apply to
Confidential Information which: A. is, or later becomes, public
knowledge other
than by breach of the provisions of this Agreement; or B. is in the
possession of
Receiving Party with the full right to disclose prior to its receipt
from Disclosing
Party, as evidenced by written records; or C. is independently received
by Receiving
Party from a third party, with no restrictions on disclosure.
IV. Return of Confidential Information. Receiving Party agrees, upon
termination
of the Business Purposes or upon the written request of Disclosing
Party, whichever
is earlier, to promptly deliver to Disclosing Party all records, notes,
and other
written, printed, or tangible materials in the possession of Receiving
Party, embodying
or pertaining to the Confidential Information.
V. No Right to Confidential Information. A. Receiving Party hereby
agrees and
acknowledges that no license, either express or implied, is hereby
granted to Receiving
Party by Disclosing Party to use any of the Confidential Information.
B. Receiving
Party further agrees that all inventions, improvements, copyrightable
works and
designs relating to machines, methods, compositions, or products of
Disclosing Party
directly resulting from or relating to the Confidential Information and
the right
to market, use, license and franchise the Confidential Information or
the ideas,
concepts, methods or practices embodied therein shall be the exclusive
property
of Disclosing Party, and Receiving Party has no right or title thereto.
VI. No Solicitation of Employees. Receiving Party agrees that it will
not,
for a period of five (5) years from the date of this Agreement,
initiate contact
with Disclosing Party's employees in order to solicit, entice or induce
any employee
of Disclosing Party to terminate an employment relationship with
Disclosing Party
to accept employment with Receiving Party.
VII. Losses. Receiving Party agrees to indemnify Disclosing Party
against any
and all losses, damages, claims, or expenses incurred or suffered by
Disclosing
Party as a result of Receiving Party's breach of this Agreement.
VIII. Term and Termination. This Agreement shall commence on the date
first written
above. Receiving Party's right to use the Confidential Information in
connection
with the Business Purposes shall continue in effect until
________________, 20__,
or until Disclosing Party provides Receiving Party with written notice
of termination
of such right, whichever is earlier. Notwithstanding the foregoing,
Receiving Party's
obligations with respect to the Confidential Information hereunder
shall continue
in full force and effect until further notice from Disclosing Party.
IX. Remedies. Receiving Party understands and acknowledges that any
disclosure
or misappropriation of any of the Confidential Information in violation
of this
Agreement may cause Disclosing Party irreparable harm, the amount of
which may be
difficult to ascertain and, therefore, agrees that Disclosing Party
shall have the
right to apply to a court of competent jurisdiction for an order
restraining any
such further disclosure or misappropriation and for such other relief
as Disclosing
Party shall deem appropriate. Such right of Disclosing Party shall be
in addition
to Remedies otherwise available to the Disclosing Party at law or in
equity.
X. Successors and Assigns. Receiving Party shall have no right to
assign its rights
under this Agreement, whether expressly or by operation of law, without
the written
consent of Disclosing Party. This Agreement and Receiving Party's
obligations hereunder
shall be binding on Representatives, permitted assigns, and successors
of Receiving
Party and shall inure to the benefit of Representatives, assigns and
successors
of Disclosing Party.
XI. Governing Law. This Agreement shall be governed by and construed in
accordance
with the laws of the State of California.
XII. Attorneys' Fees. If any action at law or in equity is brought to
enforce or
interpret the provisions of this Agreement, the prevailing party in
such action
shall be entitled to reasonable attorneys' fees.
XIII. Entire Agreement This Agreement constitutes the sole
understanding of the
parties about this subject matter and may not be amended or modified
except in writing
signed by each of the parties to the Agreement.
____________________________________
Type or Print Receiving Party's Name
