EXHIBIT 10.20
NON-DISCLOSURE AGREEMENT
FOR
PROPRIETARY OR BUSINESS CONFIDENTIAL INFORMATION
THIS AGREEMENT was made this ___ day of _______, 19__, by and between Vista
Medical Technologies, located at 000 Xxxxxxxx Xx., Xxxxxxxxxxx, Xxxxxxxxxxxxx
00000 hereafter called "Vista" and ________________ located at ________________
__________________ hereafter called "________________" are parties to this
Agreement.
WHEREAS, the parties wish to disclose and exchange certain proprietary or
business confidential information or data concerning their respective products
in order to evaluate these products and related technical, engineering,
manufacturing and business information; and
WHEREAS, the parties will furnish this information to each other at their
own expense and without obligation as to any future contractual relationship
unless otherwise agreed.
NOW THEREFORE, in consideration of the following mutual promises, the
parties hereby agree:
1. Vista will disclose proprietary information concerning its Medical
Video Camera systems, Electronic Endoscope Systems and any medical
devices associated with Vista.
2. ________________ will disclose proprietary information as required by
the Consulting Agreement.
3. The parties agree that the subject of this Agreement involves
confidential business of the respective parties.
4. Any information received by either party of from the other which is
designated by the disclosing party as proprietary or business
confidential (or any proprietary information which, if disclosed
orally or visually, is reduced to writing within thirty 30 days and
designated as proprietary or confidential as provided in this
Agreement) shall be kept in confidence by the receiving party and used
only for the purposes described in this Agreement.
5. All proprietary or business confidential information or data to be
protected by this Agreement must be in writing and clearly identified
or marked as proprietary of confidential on each page or portion
thereof with a suitable restrictive legend. Neither party may
reproduce or make copies of this material without the prior written
approval of the other party.
6. Except as provided herein, the proprietary or business confidential
information or data exchanged or disclosed between the parties shall
not be used by either party in their own business or in association
with others or disclosed to any third parties without the prior
written consent of the other party.
7. The receiving party is authorized (i) to examine and evaluate the
information; and (ii) to incorporate the information in a proposal or
other report to the other party.
8. Each party shall take reasonable precautions to prevent disclosure to
the public, competitors of the parties, or any other unauthorized use
of the proprietary of confidential information received. The
obligation to retain such information in confidence will be satisfied
if the party receiving such information uses the same degree of care
it employees to avoid disclosure, publication or dissemination of its
own proprietary or confidential information. The receiving party
shall not be liable for inadvertent or accidental disclosure if such
disclosure occurs after
a period of one year from receipt in spite of the exercise of the
foregoing precautions and care.
9. The obligations concerning proprietary or confidential information are
not applicable to information which:
(a) was in the receiving party's possession or knowledge prior to the
time of disclosure, which fact of prior possession shall be
provable only by documents prepared prior to the date thereof, or
(b) was in the public domain at the time of disclosure; or
(c) subsequently becomes a part of the public domain by publication
or otherwise without any wrongful act by the receiving party; or
(d) lawfully comes into either party's possession or knowledge
through lawful disclosures from third parties; or
(e) can be proven by written records to have been independently
developed; or
(f) becomes available by inspection or analysis of other products or
techniques in the market; or
(g) occurs three years after the receipt of the information.
10. Pursuant to Item 4, each party designates the following individual(s)
within its organization as the only person(s) authorized to receive
proprietary or confidential information exchanged or disclosed between
the parties pursuant to this Agreement.
Vista ______________________________
000 Xxxxxxxx Xx. ________________________________________
Xxxxxxxxxxx, XX 00000 ________________________________________
Name: Xxxxxx Xxxxxx Name: _________________________________
Title: Director of Regulatory Title:_______________________
Affairs and Quality Assurance
11. The parties shall, upon the written request by the other party, return
all written documents containing proprietary information covered by
this Agreement, together with any copies thereof, including any
subsidiary, derivative or equivalent documents or translation thereof
containing such proprietary or business confidential information. The
foregoing applies also upon termination or cancellation of this
Agreement.
12. This Agreement shall not be construed as an obligation to enter into a
subcontract or contract or result in a claim by either party for
reimbursement of any costs from the other party, or be construed as
granting, either expressly or by implication, estoppel or otherwise,
any license under any invention or patent now or hereafter owned or
controlled by the party furnishing the information.
13. Neither party shall make any news releases, public announcements,
advertisements, or publicity regarding this Agreement or the
proprietary or confidential information without the prior written
approval of the other party.
14. Information exchanged under this Agreement shall not be disclosed to
other divisions or subsidiaries of the respective parties for any use
adverse to the interest of the respective parties without the prior
written approval of the disclosing party.
15. This Agreement is governed by and shall be construed according to the
law of the Commonwealth of Massachusetts without regard to conflict of
laws provisions.
16. This Agreement contains the sole and entire disclosure agreement
between the parties pertaining to the item listed on Paragraphs 1 and
2 and business information and supersedes all other Disclosure
Agreements entered into prior to this Agreement.
17. This Agreement may be terminated by either party giving thirty (30)
days notice, and unless sooner terminated, shall expire on __________,
19__. Such termination does not affect the parties' respective rights
and obligations outlined in paragraphs 6 and 11 with regard to
proprietary or business confidential information or data disclosed to
the receiving party prior to the termination of the Agreement.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the
date first written above.
VISTA
By: By:
----------------- ----------------------
Title: Title:
------------------- ------------------------
WITNESS: WITNESS:
------------ -----------------
