EXHIBIT 10.4
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Agreement is entered into effective as of the 9th day of April,
2002 between NeoReach, Inc. ("Neoreach") a Maryland corporation with offices
at 0000 Xxxxx Xxxx Xxxx., Xxx 000, Xxxxxxxxx, XX 00000 and Prime Circuits,
Inc. P. O. Box 60123, Potomac, MD ("Prime Circuits").
WHEREAS, the Parties contemplate entering into business discussions and/or
preliminary technical discussions relating to certain proposed business
arrangements; and
WHEREAS, the Parties may need or want to disclose certain Information to
each other on a confidential basis in connection with their discussions
regarding or in anticipation of such business arrangements;
NOW THEREFORE, in consideration of the disclosure of Proprietary
Information (as defined herein) by either Party, the Parties agree as follows:
1. As Used Herein:
"Information" is defined as communications or data including, but
not limited to, business information, marketing plans, technical or
financial information, customer lists or proposals, sketches, models,
samples, computer programs and documentation, drawings, specifications,
whether conveyed in oral, written, graphic, or electromagnetic form or
otherwise.
"Party" is defined as either entity executing this Agreement and any
subsidiary, division, affiliate, or parent company of such entity.
"Proprietary Information" is defined as that Information owned or
possessed by either Party that said Party desires to protect as
confidential against unrestricted disclosure or improper competitive use,
and that is designated as such in the manner provided by this Agreement.
2. All Information that is disclosed by one Party ("Disclosing Party") to
the other ("Receiving Party") and that is to be protected hereunder by the
Receiving Party as Proprietary Information if in writing or other tangible
form, shall be conspicuously labeled as "proprietary", "confidential" or
with words of similar import at the time of delivery.
The "Disclosing Party" shall disclose in writing or other tangible
form to the "Receiving Party" any direct or indirect business, financial
arrangements or other interests with the Company or any individual in the
Company. Such disclosure shall be made to the "Receiving Party" prior to any
contractual agreement or receipt of Proprietary Information.
3. Proprietary Information of the Disclosing Party shall remain the
property of the Disclosing Party. Proprietary Information of the
Disclosing Party shall be treated and safeguarded hereunder by the
Receiving Party for a period of two (2) years from the date of disclosure.
The Receiving Party warrants that it applies reasonable safeguards against
the unauthorized disclosure of Proprietary Information and that it will
protect such Proprietary Information as least as securely as it protects
its own Proprietary Information.
4. The Receiving Party agrees that (i) the documents provided to the
Receiving Party hereunder containing Proprietary Information of the
Disclosing Party shall be used by the Receiving Party solely for the
purpose of evaluating its interest in the business arrangements described
or performing a future agreement between the Parties; (ii) it will not use
such documents disclosed hereunder for any other purpose; and (iii) it
will not distribute, disclose or disseminate Proprietary Information to
anyone except its
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employees with a need to know who are involved in the consideration or
performance of the business arrangements described herein.
5. This Agreement shall not apply to Information that:
(a) is in or enters the public domain, through no fault of the
Receiving Party; or
(b) is or has been disclosed by the Disclosing Party to the
other Party or to a third party without restriction; or
(c) is already in the possession of the Receiving Party,
without restriction and prior to disclosure of the Information
hereunder; or
(d) is or has been lawfully disclosed by a third party to the
Receiving Party without an obligation of confidentiality; or
(e) is developed by the Receiving Party independently of any
breach of this Agreement; or
(f) the applicable period of confidentiality pursuant to
paragraph 3 has ended.
Each party may disclose any Proprietary Information to the extent that
such Party has been advised by counsel that such disclosure is necessary
to comply with laws or regulations, or any judicial order or request, or
as necessary in connection with the filing of any patent, copyright, or
similar application or registration; provided that each Party shall give
the other Party reasonable advance notice of such proposed disclosure,
shall where practicable use its best efforts to secure confidential
treatment of any such Proprietary Information and shall advise the other
Party in writing of the manner of the disclosure.
6. This Agreement shall terminate two (2) years from the date first
written above, except the obligations of confidentiality pursuant to
paragraph 3, and the terms of paragraph 4, shall continue for the period
specified in paragraph 3.
7. Neither this Agreement nor the disclosure or receipt of Information
shall constitute or imply a commitment by either Party with respect to
present or future business arrangements or other subject matter not
expressly set forth herein.
8. The Receiving Party shall have, or shall enter into, agreements with
its parent, divisions, subsidiary companies and consultants that will
safeguard the Proprietary Information disclosed hereunder consistent with
the terms of this Agreement. With respect to employees, the Receiving
Party shall advise all employees who will have access to Proprietary
Information as to their obligations contained herein.
9. Except as expressly provided herein, no license or right is granted by
the Disclosing Party to the Receiving Party under any patent, patent
application, trademark, copyright, software or trade secret.
10. Any amendment to this Agreement must be in writing and signed by
authorized officials of each Party. No failure or delay in exercising any
right under this Agreement shall operate as a waiver thereof.
11. At the Disclosing Party's request, all Proprietary Information of the
Disclosing Party in tangible form that is in the possession of the
Receiving Party shall be returned to the Disclosing Party or destroyed.
12. Each Party agrees that it will not disclose the subject matter or
terms of this Agreement or the discussions between the Parties without the
written consent of the other Party.
13. This Agreement shall be governed by the laws of the State of
Maryland.
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NeoReach, Inc. Prime Circuits, Inc.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx Xxxxx
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Title: President Title: President
Date: April 9th, 2002 Date: April 9th, 2002
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