TRADE SECRET NON-DISCLOSURE AGREEMENT
(Company and Individual)
WHEREAS, Accelr8 Technology Corporation, 000 Xxxx 00xx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxx 00000, is a Colorado Corporation (hereafter referred to as
"Owner") is the owner of valuable trade secrets relating to the design and
marketing of certain computer software, hardware or combined computer software
and hardware systems more specifically described on Exhibit "A" attached; and
WHEREAS, the Owner is desirous of disclosing said information to the
undersigned for the purposes of entering into a licensing, investment, or other
agreement; and
WHEREAS, the Owner wishes to maintain in confidence said information as
trade secret, and the fact the Owner has disclosed said information to the
undersigned until the aforesaid agreement is signed; and
WHEREAS, the undersigned recognized the necessity of maintaining the
strictest confidence with respect to the aforementioned trade secrets pursuant
to this Agreement.
I, the undersigned personally and as an authorized agent for the Company,
do hereby agree and bind myself and the Company as follows:
l The Company and I shall observe the strictest secrecy with respect to all
information involving the aforementioned trade secrets and our evaluation
thereof including taking any affirmative steps necessary to maintain such
secrecy and we shall be responsible for any damage resulting from any breach
thereof by anyone who learned of such information through the Company or me.
2 The Company and I shall neither make use of nor disclose to third parties
during the period of this Agreement and thereafter any such trade secrets or our
evaluation unless prior consent in writing is given by the Owner. Should the
Company or I at a later date, feel that such information has become public
knowledge through no fault of the Company's or mine and the Company or I wish to
be released from our obligations of confidentiality hereunder, then the Owner
will not unreasonably withhold its consent to such a release provided the
Company or I produce clear and convincing evidence of such public knowledge. It
is understood that this Agreement covers only trade secrets that are not
previously known or otherwise in the public domain or a part of the knowledge of
the Company or me at the time of disclosure and if the Company or I have
knowledge of any of the trade secrets herein disclosed, whether such knowledge
is known by me, the Company or the public, the Company or I will promptly notify
the Owner in writing of such knowledge and produce clear and convincing evidence
thereof within thirty days of the date below.
3. If the Company or I feel that if we must consult other people or
corporations, all such people and corporations must enter into a separate
agreement with the Owner before disclosure of these trade secrets.
4. If within thirty days after the date of this Agreement the parties have
not made another written arrangement regarding the Company's future use of the
aforementioned trade secrets, the Company and I shall not use any of the
aforementioned trade secrets nor any information derived therefrom and the
Company and I shall promptly, within seven days of the end of said period,
return any and all original materials provided us by Owner, and any and all
copies thereof, to the Owner by certified mail, return receipt requested. The
Company and I covenant (a) not to keep any information relating in any manner to
the aforesaid Trade Secrets in any form or medium in our files, (b) not to use
the aforesaid Trade Secrets as the basis for any future research and development
effort, and (c) not to use the aforesaid trade secrets to improve upon the
Owner's system.
5. The Company and I agree that this Agreement shall be binding on me and
our employees and that we will not disclose the trade secrets of the Owner nor
the subject matter of our evaluation to anyone other than to those of our
employees who will need to know such information.
6. The Company and I acknowledge and agree that all of our employees have
signed or will Sign agreements consistent with the terms and conditions of this
Agreement before they are allowed to have any contact whatsoever with the
subject matter hereinabove set forth.
7. Nothing herein shall constitute or otherwise be construed as granting to
the undersigned any interest or license under the aforementioned trade secrets
or under any patent or patent application or under any copyright heretofore or
hereafter granted or filed in which the Owner now has or subsequently obtains
any right, title or interest.
8. The unauthorized use or disclosure by me or the Company of the trade
secrets or of the evaluation referred to above would cause irreparable injury to
the Owner and the Company and I, therefore, agree that the Owner shall be
entitled, in addition to any other remedies and damages available, to an
injunction (without necessity of posting or filing a bond or any other security)
to restrain violation hereof by me or by the Company, its agents, servants,
employers, employees and an persons acting therefor.
9. This Agreement is executed and delivered within the State of Colorado,
and the Company and I agree that it shall be construed, interpreted and applied
in accordance with the laws of that State. The court and authorities of the
State of Colorado and the Federal District Court for the District of Colorado
shall have sole jurisdiction and venue over an controversies which may arise
with respect to the execution, interpretation and compliance with this
Agreement, and the Company and I hereby waive any other jurisdiction and venue
to which we may be entitled by virtue of domicile or otherwise. Further, should
the Company or I initiate or bring a suit or action in any State other than the
State of Colorado, we admit and agree that upon application by the Owner said
suit shall be dismissed without prejudice and filed in a court in the State of
Colorado.
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10. This Agreement, including this provision hereof, shall not be modified
or changed in any manner except only by writing signed by an parties hereto. In
the event a court of competent jurisdiction finds any of the provisions of this
Agreement to be so overboard as to be unenforceable, it is the intent of the
Company and me that such provision be reduced in scope by the court, but only to
the extent deemed necessary by the court to render the provision reasonable and
enforceable. However, should it be held unenforceable, it is our intent that the
remaining provisions of this Agreement shall remain in full force and effect.
Dated this ________ day of _________________________, 19__.
Name of Company:
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By (signature):
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Name (please print):
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Title:
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Company's Address:
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Individual:
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Individual 's Address:
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Accepting for Owners: Name:
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(Please Print)
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Title:
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EXHIBIT A
Description of Trade Secret or Proprietary Information Disclosed:
Design of Accelr8 software products;
Any names of, or references to Accelr8 customers;
Any future product or marketing plans;
Any financial information not already publicly disclosed; and
Any proposed or actual business arrangement between our companies.
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