Exhibit 99(c)(1)
SHORT FORM CONFIDENTIALITY AGREEMENT
Effective Date: April 13, 1999
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This Agreement is made by and between and APPLIED DIGITAL ACCESS,
INC., a Delaware corporation, with its principal place of business as 0000
Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 ("ADA"), and DYNATECH CORPORATION, a
Massachusetts corporation, having a principal place of business at 3 New England
Executive Park, Xxxxxxxxxx, Xxxxxxxxxxxxx, 00000 (the "Company").
1. Confidentiality. The Company and ADA are engaged in discussions
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for the purpose of evaluating the possibility of a business relationship between
their companies. As such, ADA will be disclosing among other things confidential
and proprietary information regarding current and new product lines ("the
product lines") to Company, including without limitation the features,
functionalities and capabilities of these product lines.
a. Company agrees (i) to maintain in confidence and to not
disclose, disseminate or use any Confidential Information, whether or not
disclosed to Company in written form, and (ii) to disclose the
Confidential Information only to those few people within the Company with
a need to know for the purpose of evaluating the potential business
relationship. As used in this Agreement, "Confidential Information" refers
to any confidential information of ADA which has commercial value and is
either (i) technical information, including patent, copyright, trade
secret, and other proprietary information, techniques, sketches, drawings,
models, inventions, know-how, processes, apparatus, equipment, algorithms,
software programs, software source documents, and formulae related to the
product lines of ADA, or (ii) non-technical information relating to the
product lines of ADA, including without limitation pricing, margins,
merchandizing plans and strategies, finances, financial and accounting
data and information, joint development and other business relationships,
suppliers, customers, customer lists, purchasing data, sales and marketing
plans, future business plans and any other information which is
proprietary and confidential to ADA.
b. Company further agrees that it will not use the Confidential
Information, including without limitation the Confidential Information
with respect to the features, functionality and capabilities of the
product lines, to initiate development of a competing product or product
line, directly or indirectly, by Company. Notwithstanding the foregoing,
ADA acknowledges that Company is in the business of developing systems for
the telecommunications market and therefore may develop a similar product
independently of ADA's Confidential Information, without violating this
confidentiality agreement.
c. The obligations contained in this section 1 shall not apply
to any information which becomes generally known in the trade or industry
not as a result of a breach of this Agreement.
2. Term. This Agreement shall govern all communications between the
parties that are made in connection with the discussions between Company and ADA
for the purpose of determining whether the two companies wish to enter into a
business relationship with one another. The discussions are anticipated to
commence on April 13, 1999 and terminate on July 31, 1999, and this Agreement
will terminate upon the completion of these discussions. Company's obligations
of confidentiality under Section 1 will survive the termination of this
Agreement. Upon termination of this Agreement, Company will promptly return to
ADA, without retaining any copies, any documents and other materials furnished
to Company by ADA.
3. Governing Law. This Agreement shall be governed in all respects by
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the laws of the United States of America and by the laws of the State of
California, as such laws are applied to agreements entered into and to be
performed entirely within California between California residents.
4. Entire Agreement. This Agreement constitutes the entire agreement
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with respect to the Confidential Information disclosed herein and supersedes all
prior or contemporaneous oral or written agreements concerning such Confidential
Information. This Agreement may only be changed by mutual agreement of
authorized representatives of the parties in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
ADA: COMPANY:
APPLIED DIGITAL ACCESS, INC. DYNATECH CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxx Xxxxxxxx 4/13/99
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Name: Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Title: Chief Executive Officer Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Name: Xxxx Xxxxxxxx
Title: President, SSG
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