EXHIBIT 10.48
CORSAIR CONFIDENTIAL DISCLOSURE AGREEMENT
This Agreement is made and entered into as of the Effective Date below by
and between the Parties,
Corsair Communications, Inc., a Delaware corporation having a place of
business at 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000
and
Company identified by name and address below.
A. The Parties intend to disclose to each other Confidential Information
relating to wireless technology, products and business for the purpose of
evaluating entering into a further business relationship between the parties.
B. The Parties define "Confidential Information" as all information which
is disclosed by one of the Parties (Disclosing Party) to the other one of the
Parties (Receiving Party).
Confidential Information includes but is not limited to confidential
and proprietary know-how, formula, processes, software and other works (in any
form), designs, drawings, machines, structures, inventions (whether patentable
or not), finances, customer, marketing, research and development information.
C. The Parties define an "Authorized Person" for a Receiving Party as any
officer, employee or consultant of such Receiving Party (including subsidiaries
thereof) that has a need to receive Confidential Information of the Disclosing
Party in connection with carrying out the purpose of this Agreement.
The Parties agree as follows:
1. Each Party, as a Receiving Party, shall,
1.1 keep the Confidential Information received from the Disclosing
Party in confidence and prevent disclosure of such Confidential Information to
anyone other than an Authorized person
and
1.2 use the Confidential Information received from the Disclosing
Party only for carrying out the purpose of this Agreement and not use such
confidential Information for other benefits of the Receiving Party.
2. Notwithstanding anything else in this Agreement, a Receiving Party
shall have no obligation under this Agreement with regard to:
2.1 any information in the public domain at the time of disclosure to
the Receiving Party or which thereafter falls into the public domain, unless the
falling into the public domain is caused by the Receiving Party, or
2.2 any information known by the Receiving Party at the time of
disclosure by the Disclosing Party provided such information became known by the
Receiving Party without violation of the rights of the Disclosing Party, or
2.3 any information rightfully disclosed to the Receiving Party by
another person not in violation of the rights of the Disclosing Party, or
2.4 any information independently developed by the Receiving Party
without any reliance on Confidential Information of the Disclosing Party, or
3. Each Party, as a Receiving Party, shall protect the Confidential
Information of the Disclosing Party using a degree of care that is reasonable,
but such degree of care shall not be less than the degree of care used by the
Receiving Party to prevent unauthorized use or disclosure of the Receiving
Party's own information of comparable type and importance.
4. Each Party, as a Receiving Party, shall maintain a written agreement
with each Authorized Person in a form that enables the Receiving Party to
fulfill the Receiving Party's obligations to the Disclosing Party under this
Agreement.
5. Prior to disclosure of Confidential Information from a Disclosing
Party to any Authorized person, a Receiving Party shall notify the Authorized
Person of the obligation to keep all Confidential Information disclosed by the
Disclosing Party in confidence and of the obligation not to disclose such
Confidential Information to any person other than an Authorized Person
designated by the Receiving Party.
6. This Agreement may be terminated at any time by either Party and
termination shall occur thirty (30) days after one Party gives written notice of
termination to the other Party. Unless earlier terminated, this Agreement shall
terminate five (5) years after the Effective Date.
7. Each Party's obligations as a Receiving Party under this Agreement to
protect Confidential Information shall survive any termination of this Agreement
for a period of five (5) years.
8. Notwithstanding anything else in this Agreement, under this Agreement,
neither Party grants to the other Party any license under, or any releases from
any liabilities arising from, any copyright, patent or other intellectual
property right.
9. All documents, drawings, writings or other media (including all copies
thereof) containing Confidential Information of a Disclosing Party shall be
returned promptly by the Receiving Party to the Disclosing Party upon request
therefor by the Disclosing Party, and before such return, confidential
information of the Receiving Party, if any, shall be removed.
10. This Agreement merges all prior discussions and is the entire
understanding and agreement of the Parties relating to Confidential Information.
Neither Party shall be bound by any additional or other representation,
condition, or promise except as subsequently set forth in a writing signed by
the Party to be bound.
11. Each Party as a Receiving Party may disclose Confidential Information
received from the Disclosing Party to the extent required by any judicial or
governmental request, requirement or order, provided that the Receiving Party
(1) fully contests the requirement to make such disclosure, (2) promptly
notifies the Disclosing Party of such request, requirement or order and the
proceedings and circumstances related thereto, and (3) enables and assists the
Disclosing Party in contesting the requirement to make such disclosure.
12. Each Party shall comply with all applicable U.S. and foreign export
control laws and regulations and shall not export or re-export any technical
data or products except in compliance with the applicable export control laws
and regulations of the U.S. and any foreign country.
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13. This Agreement shall be construed and the relationship of the Parties
determined in accordance with the laws of the State of California.
Effective Date: ________, 19__
CORSAIR Company:
___________________________ _______________________________
Name: Name:
Title: Title:
Company Address:
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