EXHIBIT 10.30
NONDISCLOSURE AGREEMENT AND AGREEMENT
TO RELEASE UNIVERSITY FROM DAMAGES CAUSED BY TESTING
This is an Agreement between StampMaster (Provider), a prospective provider of
Information Based Indicia Program (IBIP) products, with its principal place of
business at Santa Monica, CA, and University of California, Berkeley ("UC"),
with its principal place of business at Berkeley, CA.
WITNESSETH
WHEREAS, the Provider wishes to have the United States Postal Service ("The
Postal Service") evaluate the suitability of its IBIP Product for postal
applications;
WHEREAS, UC is under contract to provide professional services to the Postal
Service, including the evaluation of IBIP products; and
WHEREAS, the Provider desires that any proprietary information provided to UC to
enable performance of UC's services to the Postal Service remain confidential.
NOW, THEREFORE, the Provider and UC agree as follows:
1. As used in this Agreement, the term "the Product" shall refer to an IBIP
product of Provider's, described as follows: a microcomputer system which
consists of a PC unit, disk drives, CD ROM drive, monitor, printer, modem,
and a keyboard; a Postal Security Device (PSD); and other items specified
in the "Information Based Indicia Program Interim Product Submission
Procedures" published in 62 Federal Register 1001, January 7, 1997, e.g.,
design documentation, source code, etc.
2. The Postal Service will deliver the product, revisions to the product, and
Product-related documentation, to UC. The Product, revisions to the
Product, and Product-related documentation may be retained by UC until
January 1, 2000, or until such later date approved by Provider.
3. The Product, and any revisions of the Product which the Provider provided
to UC during the one-year period commencing for a period of one (1) year
from the date of this agreement, will be treated by UC as confidential
information. In addition, any related documentation or other related
written information provided to UC during the period when the Product is in
the possession of UC will be treated by UC as confidential information,
provided that it is clearly marked as confidential at the time of
disclosure. Oral information related `to the Product, which is
communicated' to UC by the Provider or by the Postal Service during the
period when the Product is in the possession of UC, will be treated by UC
as confidential information. The information to be treated as confidential
information pursuant to this paragraph is hereinafter referred to as "the
Confidential Information."
4. The confidential information shall be held in confidence by UC for a period
of five (5) years from the date of this Agreement, and shall not be
disclosed to any third party
without the written consent of Provider. All employees of UC who are
required to come into contact with the confidential information shall be
notified of its confidential nature and shall use the same degree of care
as they use with UC's proprietary information, but in all events shall use
at least a reasonable degree of care. The confidential information may be
released to the Postal Service provided that: (i) UC properly requests that
the submitted materials be given confidential treatment pursuant to Part
265, Title 39, Code of Federal Regulations and Exemption 4 of the Freedom
of Information Act; and (ii) UC stamps the confidential information as
confidential and proprietary.
5. Upon written demand of the Provider, UC shall promptly return or destroy
the Confidential Information and copies thereof. UC agrees to only use the
Confidential Information for the Postal Service.
6. Notwithstanding other provision of this Agreement, UC shall be under no
obligation to hold in confidence any information received as Confidential
Information, which: (a) is or becomes available to the public through no
fault of UC; (b) was known by UC at the time of its receipt from the
Provider; (c) is received in good faith by UC from a third party and is not
subject to an obligation of confidentiality owed to the third party; (d) is
independently developed by UC without reference to Confidential Information
received hereunder.
7. UC may share the information with subcontractors of UC, provided that UC
includes the terms of this agreement in any such subcontract and provides
the Provider with a copy of any such subcontract.
8. Provider authorizes UC to disclose the confidential information to the
extent that UC is required by judicial, administrative, or Congressional
process to disclose it; provided, however, that UC shall promptly notify
the Provider and allow the Provider a reasonable time to oppose such
process.
9. Adequate examination may damage the Product. The Provider will hold UC
harmless from any and all liabilities, obligations, claims, penalties,
costs, and expenses (including, without limitation, attorney's fees and
expenses) in connection with damage caused to the Product by product
examination by either UC or the Postal Service.
10. Nothing contained in this agreement shall transfer any right, title, or
interest in the information disclosed.
11. Neither party has an obligation under this Agreement to purchase any
service or item from the other party.
12. The parties do not intend that any agency or partnership relationship be
created between them by this Agreement.
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13. All additions or modifications to this Agreement must be made in writing
and must be executed by both parties.
STAMPMASTER UNIVERSITY OF CALIFORNIA
BY:________________________________ BY:________________________________
NAME:______________________________ NAME:______________________________
TITLE:_____________________________ TITLE:_____________________________
DATE:______________________________ DATE:______________________________
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