EXHIBIT 10.31
NON-DISCLOSURE AGREEMENT AND AGREEMENT TO RELEASE
CARNEGIE MELLON, INC. FROM DAMAGES CAUSED BY TESTING
This is an Agreement by and between Stampmaster, a vendor of electronic postage
metering device with its principal place of business at 0000 Xxxx Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx Xxxxxxx, XX 00000-0000 and Carnegie Mellon, Inc., with its
principal place of business at Pittsburgh, PA.
WITNESSETH
WHEREAS, Stampmaster desires to have its electronic metering product examined
and approved for postal applications by the United States Postal Service (the
Postal Service), and
WHEREAS, Carnegie Mellon, Inc. is under contract to provide professional
services to the Postal Service advising on, among other things, the efficacy of
various designs of electronic postage meters, and
WHEREAS, Stampmaster desires that any proprietary information provided to
Carnegie Mellon, Inc. to enable performance of its services to the Postal
Service remain confidential.
NOW, THEREFORE, Stampmaster and Carnegie Mellon, Inc. agree as follows:
1. Information which is clearly marked or otherwise clearly identified by
Stampmaster as proprietary or confidential when provided to Carnegie
Mellon, Inc. (the "Confidential Information") shall be treated by Carnegie
Mellon, Inc. as confidential and may not be released to any third party
unless authorized in writing by Stampmaster. The Confidential Information
may be released to the Postal Service.
2. Nothing contained in this Agreement shall transfer any right, title or
interest in the information disclosed except as may be provided herein.
3. The Confidential Information shall be held in confidence by Carnegie
Mellon, Inc. for a period of ten (10) years from the date of this
Agreement, and shall not be disclosed unless written consent is given by
Stampmaster. All employees within Carnegie Mellon, Inc. 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 Carnegie Mellon, Inc.'s proprietary information, but in all events
shall use at least a reasonable degree of care.
4. Upon demand of Stampmaster, Carnegie Mellon, Inc. shall promptly return or
destroy the Confidential Information and copies thereof.
5. Carnegie Mellon, Inc. shall be under no obligation to hold in confidence
any information received as Confidential Information which:
a. is or becomes public through no fault of Carnegie Mellon, Inc.;
b. was known to them prior to the time it is received;
c. is properly received on a non-confidential basis from a third party
lawfully entitled to make such disclosure;
d. is required by a final court order to be disclosed under the Freedom
of Information Act because of an express determination that the
information is not a trade secret or privileged or confidential
commercial or financial information;
e. is independently developed by Carnegie Mellon, Inc.
6. Carnegie Mellon, Inc. shall include the terms of this agreement in any
subcontract whereunder there is any possibility of disclosure of the
Confidential Information.
7. Carnegie Mellon, Inc. shall be free of liability to Stampmaster in any form
whatsoever for damage to Stampmaster's product arising from Carnegie
Mellon, Inc.'s examination and study.
8. This Agreement expresses the entire agreement and understanding of the
parties with respect to the subject understanding of the parties with
respect to the subject matter hereof, and shall not be modified or changed
in any manner except in writing and signed by both parties.
In Witness Whereof Stampmaster and Carnegie Mellon, Inc. have executed this
Agreement effective as of the date executed by Stampmaster.
CARNEGIE MELLON STAMPMASTER
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By:__________________________________ By:__________________________________
Title:_______________________________ Title:_______________________________
Date:________________________________ Date:________________________________
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