EXHIBIT 10.3
09/12/94
ADDENDUM #2 TO MARKETING AGREEMENT
Addendum executed this 28th day of September, 1994, between Information
Technology, Inc., a Nebraska corporation ("ITI"), and Xxxxxx Software, Inc., an
Ohio corporation ("HYLAND").
RECITALS
A. ITI and HYLAND are the parties to that certain Marketing Agreement,
dated January 18, 1994, and an Addendum thereto, dated August 9, 1994
(collectively, the "Agreement"), pursuant to which ITI has obtained from HYLAND
certain exclusive marketing rights to the OnBase(TM) Information Management
System software products; and
B. The parties desire to modify the Agreement in certain respects.
NOW, THEREFORE, in consideration of the foregoing Recitals and of the
covenants and promises herein and in the Agreement contained, the parties hereto
agree as follows:
TERMS
1. Effect. Except as herein specifically amended, the Agreement
remains in full force and effect. Terms defined in the Agreement are used herein
as therein defined unless the context clearly otherwise requires.
2. Trade Secrets. Section 7.1 of the Agreement is hereby amended in
its entirety as follows:
7.1 Non-Disclosure.
7.1.1 ITI acknowledges that the Products are the confidential and
proprietary property of HYLAND. HYLAND acknowledges the software of ITI
with which the Products will be marketed is the proprietary and
confidential property of ITI. Both ITI and HYLAND agree to take all
reasonable steps necessary to ensure that neither the Products nor any
of the software of ITI nor the Documentation for the Products nor any
documentation for ITI's software, nor any portion of any thereof, on
magnetic tape or disc or in any other form, shall be made available or
disclosed by HYLAND or ITI or any of their agents or employees to any
other person, firm or corporation, except as contemplated by this
Agreement. Disclosure by ITI or HYLAND of the confidential and
proprietary information of the other to their employees and agents to
the extent such disclosure is reasonably necessary shall be permitted,
provided however, that both HYLAND and ITI shall cause their employees
and agents to observe the non-
09/12/94
disclosure covenants set forth above. Both parties understand that the
combination of ideas, procedures, processes, systems, logic, coherence
and methods of operation embodied within either party's programs are
trade secret information. Neither party will use any such trade secret
information for any purpose not expressly authorized by this Agreement
or authorized by the other party in writing and will not disclose any
such trade secret information to any third party without prior written
consent of the other party, except pursuant to a court order or the
order of other governmental authority of competent jurisdiction. This
paragraph shall survive the term or termination of this Agreement
without limitation as to duration.
7.1.2 For the purpose of this Section 7.1, "trade secret
information" shall not include and the restrictions of this Section 7.1
shall not apply to:
(a) any information which, as of the date hereof, is
already in the public domain;
(b) any information which comes into the public
domain other than through the acts or omissions of ITI or its
employees, agents or licensees and its successors or assigns;
(c) any information lawfully obtained by ITI or its
licensees from third parties who are not subject to a
non-disclosure obligation; and
(d) any information independently developed by ITI or
its licensees without use of or reference to, in any fashion,
the trade secret information of HYLAND.
IN WITNESS WHEREOF, the parties have executed this Addendum the date
and year first above written.
INFORMATION TECHNOLOGY, INC. XXXXXX SOFTWARE, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
--------------------------- -------------------------
Xxxxxx X. Xxxxxx, President Xxxx X. Xxxxxx, President
Address: 0000 Xxx Xxxxxx Xxxx Address: Xxx Xxxxxx Xxxx., X00
Xxxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000
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