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TRAK Microwave Limited
Dunsinane Avenue
Dundee
DD2 3QF
TRAK Microwave Limited
AND
<Company>
CONFIDENTIALITY AND NON-DISCLOSURE
AGREEMENT
Tel: 01382 427200
Fax: 01382 427256
TRAK Microwave Limited
Dunsinane Avenue
Dundee
DD2 3QF
THIS AGREEMENT is entered into on this …………. day of ………..l 2013.
BY AND BETWEEN: TRAK Microwave Ltd with offices at Block 29, Dunsinane Avenue, Dundee, DD2 3QT
(hereinafter referred to as “TRAK”)
AND ………………… hereinafter referred to as the “Companyr” having a place of business at
…………………………………………………………………………………
Together TRAK and the Company are referred hereinafter as “both parties” or “each party” or “either party”.
WHEREAS, both parties desire to exchange confidential information and data regarding the design,
manufacture, test, integration and qualification of ferrite circulators, isolator and duplexers and other devices.
NOW THEREFORE IN CONSIDERATION of the above, both parties hereby agree that:
1.
For the purposes of this agreement information shall mean any information disclosed either by TRAK
to the Company or by the Company to TRAK under this Agreement in whatever form, whether in
writing electronically, orally, visually, in the form of samples, models or otherwise.
2.
Both parties shall:
(i)
(ii)
Hold the information confidential to itself and restrict access thereto to such of its employees
who have a need to know it only for the purpose for which it is intended, and
Not disclose information provided by one party and disclosed to the other pursuant to this
Agreement to any third party without the prior and express permission in writing therefore.
3.
Each party hereto understands and agrees that it shall not acquire by implication or otherwise any
right in or title to or licence in respect of proprietary information disclosed by the other party pursuant
to this Agreement.
4.
The information relating thereof (including any reproduction thereof) shall remain the sole property of
the party disclosing the information.
Each party shall keep a record of the written information
furnished by the other party and of the location of such information. Each party shall promptly upon
written request by the other party return all information received under this Agreement and all copies
thereof or certify in writing that all such information and copies thereof have been destroyed, except
that a legal file copy may be retained. Any information not in documentary or physical form will
continue to be subject to the terms of this Agreement.
5.
Each party shall immediately notify the other party in the event of loss or unauthorised disclosure of
any proprietary information and data.
6.
This Agreement shall become effective on the date of which it was so entered and shall expire 5 (five)
years thereafter, at which time all proprietary information and data shall be returned to the disclosing
party if no further arrangement has been entered into between the parties. Expiration, however, shall
have no effect on the obligations imposed on both parties with respect to proprietary information and
data already received.
Tel: 01382 427200
Fax: 01382 427256
TRAK Microwave Limited
Dunsinane Avenue
Dundee
DD2 3QF
7.
This Agreement does not offer or grant to either party any rights in or license under any past, present
or future information, including data, drawings, plans ideas, methods patent, trademarks, copyright or
industrial design provided by the disclosing party.
8.
Both parties agrees that they shall not individually or jointly with any third party either submit a tender
or enter into an agreement as a result of the receipt of any information during the term of this
Agreement.
9.
Both parties agrees that the other will be irreparably harmed and money damages will be inadequate
compensation in the event that either party breaches any provisions of this Agreement that relate to
the other parties Confidential or Proprietary Information. All provisions of this Agreement shall be
specifically enforceable by either party, their agents and/or representatives by injunctive or other relief.
The provisions of this paragraph shall survive the expiration or termination of this Agreement.
10.
This Agreement shall be governed by and shall be interpreted in accordance with the Laws of
Scotland.
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed.
For, and on behalf of,
TRAK MICROWAVE LIMITED
For, and on behalf of,
………………………………………………….
Name: ……………………………..
Name: …………………………
Signed: …………………………….
Signed: ………………………..
Title: ……………………………….
Title: …………………………..
Date: ………………………….. 20xx
Date: ……… …………………………….20xx
Tel: 01382 427200
Fax: 01382 427256
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