NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (this “Agreement”) is made as of the date of signing and logging on AIS Technology, Inc. website at www.aistechinc.com, between Individual who signing in and logging on www.aistechinc.com, and AIS Technology, Inc., a Delaware corporation, whose address is Pleasanton, California 94588 (“AIS”).
Individual desire to visit and review information on website to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure.
In consideration of the disclosure of such information by AIS, Individual hereby agrees with AIS as follows:
1. For purposes of this Agreement, “Confidential Information” means any technical or business information that: (i) is disclosed in writing by AIS to Individual and is marked “confidential” or “proprietary” at the time of such disclosure; (ii) is disclosed orally by AIS to Individual, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by AIS to Individual within thirty (30) days after any such disclosure; or (iii) Individual knows or has reason to know under the circumstances should be treated as confidential or proprietary.
2. Confidential Information will not include any information that:
(i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of Individual;
(ii) was known by Individual prior to receiving such information from AIS and without restriction as to use or disclosure;
(iii) is rightfully acquired by Individual from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or
(iv) is independently developed by Individual without access to any Confidential Information.
3. Individual agrees: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use Confidential Information for any purpose except for the Business Purpose. Individual may disclose Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Business Purpose, but solely to the extent necessary to pursue the Business Purpose, and for no other purpose; provided that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. The provisions of this Section 3 will not restrict Individual from disclosing Confidential Information to the extent required by any law or regulation; provided that Individual uses its reasonable efforts to give AIS reasonable advance notice of such required disclosure in order to enable AIS to prevent or limit such disclosure.
4. Upon AIS’s request, Individual will promptly return to AIS all tangible items or embodiments containing or consisting of Confidential Information and all copies thereof (including electronic copies).
5. All Confidential Information remains the sole and exclusive property of AIS. Individual acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to Individual, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of AIS, except as specified in this Agreement.
6. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.
7. Individual acknowledges that the unauthorized use or disclosure of any Confidential Information would cause AIS to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, Individual acknowledges that AIS will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights or remedies that it may have at law or otherwise.
8. This Agreement will be construed, interpreted, and applied in accordance with the laws of the State of California (excluding its body of law controlling conflicts of law). This Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. Individual may not assign this Agreement, in whole or in part, without AIS’s prior written consent, and any attempted assignment without such consent will be void.
9. This Agreement will commence on the date first set forth above and will remain in effect for five (10) years from the date of last disclosure of Confidential Information by Individual, at which time it will terminate.
IN WITNESS WHEREOF, the parties hereto have immediately executed this Non-Disclosure Agreement without the physical signatures.
February 20, 2017.