MNDA

MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (this "Agreement") is made as of the last date of signatures indicated below by and between ____________ of __________________, ________________ ("ABC") and __________ of _____________________ (“XYZ").

In connection with discussions between ABC and XYZ for the sole purpose of exploring a potential business relationship ABC and XYZ, subject to the terms of this Agreement, have disclosed and may further disclose to each other (as "Discloser" and "Recipient", as the case may be) certain information relating, inter alia, to Discloser's business, products, customers and plans, all of which information is non-public and of a confidential nature.

The parties hereby agree, undertake and warrant as follows:

1. Confidential Information. "Confidential Information" shall mean all or any part of written, oral, computer or other media information disclosed by Discloser to Recipient relating to Discloser's business, past, present and future, financial information, and commercial information, as well as technical, technological and other proprietary information, including but not limited to computer programs in any form, documentation, installation programs, software code, actual products, prototypes, samples, designs, schematics, configurations, specifications, techniques, drawings, kits and all other information, written, oral or computer contained, relating to the above, and including, without limitation, corrections, updates, new releases and new versions of the above, provided, that such information is marked as confidential at the time of disclosure, or, if such information is disclosed orally, it is identified as confidential at the time of disclosure and is also designated as confidential in written or electronic notice delivered to the Recipient within thirty (30) days of disclosure.

Confidential Information does not include information that: (i) the Recipient can demonstrate is already in the public domain, or becomes available to the public through no breach by the Recipient of this Agreement; (ii) was in the Recipient's possession prior to receipt from the Discloser, and can be so proved by written records, provided, that Recipient so advised Discloser immediately upon disclosure; (iii) is independently developed by the Recipient and can be so proved by written records; (iv) is approved for release by written agreement of the Discloser; or (v) is required to be disclosed by law or the binding rules of any governmental organization, provided, however, that Recipient gives Discloser prompt notice thereof so that Discloser may seek a protective order or other appropriate remedy, and further provided, that in the event that such protective order or other remedy is not obtained, Recipient shall furnish only that portion of the Confidential Information which is legally required, and shall exercise all efforts required to obtain confidential treatment for such information.

2. Limited Purpose. The Confidential Information shall be used by Recipient for the sole purpose of evaluating its interest in future cooperation with Discloser as set forth hereinabove, and, if the parties shall engage in any relationship - solely for the limited purposes of such engagement. For the avoidance of doubt, nothing herein shall be deemed to impose on Discloser any duty or obligation to disclose any such information to Recipient, and such disclosure shall be at all times at Discloser's sole and absolute discretion.

3. Confidentiality; Limited Disclosure and Use. Recipient hereby acknowledges that the Confidential Information is highly confidential and undertakes that, it: (i) shall treat and maintain the Confidential Information as confidential, and hold such Confidential Information in trust and in strict confidence, utilizing the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care; (ii) shall not, without the express written permission of Discloser, disclose to third parties or use any such Confidential Information other than for the limited purpose of this Agreement, whether or not for consideration; and (iii) shall use the Confidential Information solely for the limited purpose set forth in Section 2 above.

4. Disclosure to Authorized Representatives. Recipient undertakes to hold all Confidential Information locked and to disclose it only to those of its employees and consultants (each, a "Representative") who have to be so informed in order to ensure its proper evaluation, and provided, that such Representatives are bound by written confidentiality and non-use undertakings towards Recipient which also apply to the Confidential Information disclosed to Recipient under this Agreement. Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by all Representatives, and it represents that it has instituted policies and procedures which provide such adequate protection for the Confidential Information. Without derogating from the aforesaid, Recipient shall bear full responsibility for any harm caused to Discloser by disclosure to Representatives.

5. No Grant of Rights. Nothing herein contained shall be construed as a grant, by implication, estoppel or otherwise, of a license of any kind by either party to the other, e.g. to make, have made, use or sell any product using Confidential Information, or as a license under any patent, patent application, utility model, copyright, mask work right, or any other intellectual property right, nor as any warranty whatsoever of the Discloser as to the completeness or accurateness of the Confidential Information disclosed hereunder.


6. Copying Prohibited; Information Returned. Recipient is aware that copying or reproducing in any form the whole or any part of Confidential Information is expressly forbidden, except, in each instance, with the prior written consent of Discloser. To the extent that any portion of the Confidential Information contains proprietary and confidential notices or legends, Recipient shall not remove such notices or legends, and shall produce the same on each and every copy of the Confidential Information produced by it. In addition, the information shall be deemed the property of Discloser and, upon request, Recipient undertakes to immediately return to Discloser any Confidential Information in tangible form, including but not limited to documents and diskettes, of which the Confidential Information is comprised, and to erase all electronic records thereof as shall be certified by Recipient's authorized officer in writing.

7. Damages. Recipient acknowledges that the Confidential Information is proprietary to Discloser and has been designed, developed or accumulated by Discloser at great expense and over lengthy periods of time, is secret, confidential and unique and constitutes exclusive property of Discloser and that any use of such property or trade secrets by Recipient rather than for the purpose specified above would be wrongful and would cause irreparable injury to Discloser. Therefore, Recipient agrees that Discloser shall be entitled to seek and obtain an injunction, without bond, or to an appropriate decree of specific performance or any other appropriate equitable relief.

8. Survival. All of Discloser's rights hereunder and all of Recipient's obligations and undertakings hereunder shall be in full effect for the entire term of this Agreement and for an unlimited period of time after its termination, cancellation or expiration for any reason whatsoever, so long as any information disclosed by Discloser to Recipient under this Agreement remains Confidential Information of Discloser.

9. Miscellaneous. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Israel and any dispute arising out of or in connection with this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts in Tel Aviv, Israel. The provisions of this Agreement shall supersede and prevail over any other arrangement, either oral or written, as to the Confidential Information. No change, modification, alteration or addition to any provision of this Agreement shall be binding unless in writing and signed by an officer of Discloser. No failure, delay of forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party's rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms of conditions hereof. In the event that it shall be determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement unless the purpose of this Agreement is substantially frustrated thereby.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the last date below.


[ABC]
[XYZ ]

____________________________________
Signature:
________________________ Signature:
________________________
Name:
________________________ Name:
________________________
Title:
________________________ Title:
________________________
Date:
________________________ Date:
________________________



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משפטי מוסמך. אין להסתמך על המידע המתפרסם כאן בקבלת החלטות ו/או לשם נקיטת צעדים בעלי השלכות כלכליות ו/או אחרות, ללא התייעצות נוספת עם בעלי מקצוע מתאימים.2004-2010 (C) כל הזכויות שמורות למשרד ארז אלמוג - עורכי דין