Name: Non-Disclosure Agreement

Text: 6/25/2006

Confidential

Silicom Limited
NON-DISCLOSURE AGREEMENT

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Confidential

( 1)

~(taf
6/25/2006

is a company registered

in~frt1~r.1\iza\dwith

t\ono\~OU~~\~~ 'tfa 1 (,\-\-~QA~~ ~tN\\ZGf\~~
(2)

a registered office at
("Company"); and

Silicom Limited a company registered in Israel with a registered office at 8, Hanagar Street Kfar
Sava, Israel, ("Silicom").

RECITALS

(A)

The parties hereto possess confidential information and matetials in connection with their respective
businesses.

(B)

Each patty has requested access to the Confidential Information belonging to the other party for the
purpose of exploring business development opportunities within the IT and telecommunications
sector for the sale, distribution and integration of the patties products and services ("the Purpose")
and such other patty has agreed to disclose the Confidential Information under conditions of
confidentiality.

OPERATIVE PROVISIONS

1.

INTERPRETATION

"Confidential Information" means all business, information technical know how and information
in relation to products and services, the pricing of goods and services (including any applicable
discount atrangements), practical experience, methodology, business organisations, specifications,
manufacturing information (whether or not patentable or patented) developed or acquired by either
patty; and "Confidential Inf01111ation" may be received by a patty or reside in softwat·e, written ,
visual or oral form ;

"The Receiving Party" shall mean and include the party receiving any information from the patty
disclosing the information ("the Disclosing Party") under this Agreement, its directors, officers and
employees, agents and associated companies, and the Receiving Party shall ensure that the
obligations contained in this Agreement shall extend to all the aforementioned.

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6/25/2006

"Written Form" shall include typewriting, printing, lithography, photography, telex, facsimile

transmission, e-mail and all other modes of reproducing words, figures, and visual images in a legible
and non-transitory form.

2.

UNDERTAKINGS OF THE RECEIYING PARTY

In consideration of the parties disclosing Confidential Information, each party hereby undertakes to
the other to use all Confidential Information so disclosed by the other exclusively for the Purpose and
will, accordingly, not directly or indirectly use or disclose any of the Confidential Information in
whole or in part, save for the purpose of, and in accordance with, this Agreement.

3.

EXCEPTIONS

The foregoing restrictions on the Receiving Paity shall not apply to any Confidential Information
which:

3.1

the Receiving Party can prove by documentary evidence produced to the Disclosing Party
within 30 days of disclosure, was already in the possession of the Receiving Party and at its
free disposal before the disclosure hereunder to the Receiving Party;

3.2

is hereafter disclosed to the Receiving Paity without any obligations of confidence by a third
party who has not directly or indirectly obtained it from the Disclosing Party; and

3.3

are or become generally available to the public in printed publications in general circulation
through no act or default on the part of the Receiving Party or the Receiving Party's agents or
employees.

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6/25/2006

Confidential

4.

INCJ.JJSJONS

Without prejudice to the generality of Clause 3.3, information shall not be deemed to be generally
available to the public by reason only that it is known to only a few of those people to whom it might
be of commercial interest, and a combination of two or more portions of the Confidential Information
shall not be deemed to be generally available to the public by reason only of each separate portion
being so available.

5.

CONFIDENTIAJ.ITY MEASURES

5.1

To secure the confidentiality attaching to the Confidential Information, the Receiving Pmty
shall:

5.1.1

ensure all Confidential Information received in a Written Form or is received
verbally and is reproduced into a Written Form by the Receiving Party is marked as
confidential;

5.1.2

keep separate all Confidential Information and all information generated by the
Receiving Party based thereon from all documents and other records of the
Receiving Party;

5.1.3

keep all documents and any other material bearing or incorporating any of the
Confidential Information at the specified places of business of the Receiving Party,
agreed between the parties;

5.1.4

not use, reproduce, transform, or store any of the Confidential Information in an
externally accessible computer or electronic information retrieval system or transmit
it in any form or by any means whatsoever outside of the places of business, referred
to in sub-clause 5.1.3 above, or between the said places of business of both the
Receiving and Disclosing Parties and any such transfer or transmission shall be by
private and exclusive means agreed to between the parties;

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Confidential

6/25/2006

5.1.5

allow access to the Confidential Information exclusively to those employees of the
Receiving Party who have reasonable need to see and use it for the purposes of its
evaluation by the Receiving Party and shall inform each of the said employees of the
confidential nature of the Confidential Information, and of the obligations on the
Receiving Party in respect thereof;

5.1.6

make copies of the Confidential Information only to the extent that the same is
strictly required for the purposes of its evaluation by the Receiving Party; and

5.1.7

On request of the Disclosing Party made at any time:

5.1.7.1 deliver up to the Disclosing Party all documents and other material in the
possession, custody or control of the Receiving Party that bear or incorporate any part
of the Confidential Information including all copies made by the Receiving Party;
5.1.7.2 delete any and all information from any computer, word processor or other
device in the Receiving Party's or its agents or employees' possession, custody or
control containing any Confidential Information;

5.1.7.3 destroy all copies of any notes, analyses, computations, studies or other
documents containing or reflecting any of the Confidential Information.

5.2 Except as otherwise expressly stated herein, no Confidential Information or other
information, communication or document made available or supplied by the Disclosing Party
to the Receiving Party shall constitute an offer to the Receiving Party, nor will any such
information, communication or document form the basis of any contract.

5.3

Neither party shall reveal the existence nor contents of this Agreement to any third

party, without the prior written consent the other unless required to do so in order to comply
with its terms.

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6/25/2006

5.4

No failure or delay either party in exercising any right or remedy under this

Agreement shall constitute a waiver thereof and no waiver of any breach by either party of its
undertakings herein shall be deemed to be a waiver of any other breach. No single or partial
exercise by either party of any right or remedy under this Agreement shall preclude or restrict
the further exercise of any such right or remedy.

5.5

Both patties acknowledge that damages alone would not be an adequate remedy for

any breach by the other party of its undertakings herein and both parties confirm their view
and agreement that the other party should be entitled to the remedies of injunction, specific
perf01mance and other equitable relief for any threatened or actual breach of such
undertakings to the maximum extent available under any applicable law.

5.6

Should any provision of this Agreement be prohibited or unenforceable in any

jurisdiction in relation to either party, the prohibition or unenforceability thereof will not
invalidate the remaining provisions or affect the validity or unenforceability of the provisions
in relation to the relevant other party or in any other jurisdiction.

6.

DURATION

The obligation as to confidentiality expressed in this Agreement shall continue for 5 years following
the return of the Confidential Information from the Receiving Party to the Disclosing Party.

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Confidential

7.

6/25/2006

GOVERNING LAW

The construction, validity, and pe1formance of this Agreement shall be governed by US law and be
subject to the jurisdiction of the US, NY courts.

of the parties hereto the day and year first before written.

(company name)

SIGNED by _ _ _ _ _ _ _ _ _ for and on behalf of Silicom
In the presence of_ _ _ _ _ _ _~

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