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EXHIBIT (d)(12)
August 1, 1991 CNDA#18694
CORPORATE NON-DISCLOSURE AGREEMENT
This Agreement is entered into and made effective as of the date set forth above
by and between Intel Corporation (hereinafter "Intel"), and the participant
identified below (hereinafter "Participant"). Unless the Participant indicates
that this Agreement shall apply only to a specific division or location, this
Agreement shall apply to the Participant's entire company.
THE PARTIES AGREE AS FOLLOWS:
CONFIDENTIAL INFORMATION TRANSMITTAL FORM. The confidential, proprietary
and trade secret information of the disclosing party (hereinafter
"Confidential Information") provided hereunder, is that information
described in the Confidential Information Transmittal Record (CITR) form
executed from time to time hereafter. CITR's are subject to the terms of
this Agreement and shall be executed by the parties prior to the
disclosure of Confidential Information. All information described in a
CITR and marked with a "confidential," "proprietary," or similar legend
shall be deemed Confidential Information. All Confidential Information
received from the disclosing party shall be in tangible form. The CITR
shall set forth the disclosing party, a description of the Confidential
Information disclosed, the names of the representatives of the parties and
the date when the disclosure covered by the CITR commenced.
OBLIGATIONS OF RECEIVING PARTY. The receiving party shall not disclose
Confidential Information to any third party without the prior written
approval of the disclosing party. The receiving party shall maintain the
Confidential Information with at least the same degree of care that the
receiving party uses to protect its own similar categories of confidential
and proprietary information, but no less than a reasonable degree of care
under the circumstances. The receiving party shall not make any copies of
Confidential Information received from the disclosing party except as
necessary for its employees with a need to know. Any copies which are made
shall be identified as belonging to the disclosing party and marked
"confidential," "proprietary," or with a similar legend.
PERIOD OF CONFIDENTIALITY. Unless a shorter period is stated in the
applicable CITR, the disclosing party will not assert any claims against
the receiving party for disclosures of Confidential Information made more
than five (5) years from the date of the CITR.
TERMINATION OF OBLIGATION OF CONFIDENTIALITY. The receiving party shall
not be liable for the disclosure of any Confidential Information which is:
(a) in the public domain other than by a breach of this Agreement on the
part of the receiving party; or
(b) rightfully received from a third party without any obligation of
confidentiality; or
(c) rightfully known to the receiving party without any limitation on
use or disclosure prior to its receipt from the disclosing party; or
(d) independently developed by employees of the receiving party; or
(e) generally made available to third parties by the disclosing party
without restriction on disclosure.
TITLE. Title or the right to possess Confidential Information as between
the parties shall remain in the disclosing party.
NO OBLIGATION OF DISCLOSURE. Neither party has any obligation to disclose
Confidential Information to the other. Either party may, at any time,
cease giving Confidential Information to the other party without any
liability or request in writing the return of Confidential Information
previously disclosed.
TERMINATION AND DUTY TO RETURN. Either party may terminate this Agreement
at any time without cause upon notice to the other party. However, all
obligations of confidentiality shall survive the termination of this
Agreement. In the event this Agreement is terminated, and the disclosing
party so requests, the receiving party shall promptly return or destroy
(and certify destruction of) all Confidential Information which it
received from the disclosing party along with all copies which it made.
GENERAL.
(a) This Agreement is neither intended to nor shall it be construed as
creating a joint venture, partnership or other form of business
association between the parties, nor an obligation to buy or sell
products using or incorporating the Confidential Information, nor as
creating an implied or express license grant from either party to
the other.
(b) The failure of either party to enforce any right resulting from
breach of any provision of this Agreement by the other party shall
not be deemed a waiver of any right relating to a subsequent breach
of such provision or of any other right hereunder.
(c) This Agreement shall be governed by the laws of the State of
California.
(d) This Agreement, any accompanying CITR and CITRs executed from time
to time hereafter which incorporate the terms of this Agreement
constitute the entire agreement, written or verbal, between the
parties with respect to the disclosure(s) of Confidential
Information described in each CITR. This Agreement may not be
amended except in writing signed by a duly authorized representative
of the respective parties. Any other agreements between the parties,
including non-disclosure agreements, shall not be affected by this
Agreement.
AGREED: PARTICIPANT: XIRCOM
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INTEL CORPORATION (Company Name, Division/Sub, if applicable)
0000 Xxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000 00000 Xxxxxx Xxxx
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(Xxxxxxx)
Xxxxxxxxx XX 00000
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(City) (State) (Zip)
/s/ XXXX XXXXXXX /s/ XXXXXX X. XXXXXXXXXX
-------------------------------- --------------------------------------------------------
Signature Signature
XXXX XXXXXXX XXXXXX X. XXXXXXXXXX
-------------------------------- --------------------------------------------------------
Printed Name Printed Name
VICE PRESIDENT-DIRECTOR OF SALES V.P. ENG. 000-0000-00 (7/90)
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Title Title
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