2013Xerox pre-brief conference call, Feb. 11, 2013 at 10:30 am ET
XEROX CORPORATION of Norwalk, Connecticut, and its subsidiaries and affiliates (including, but not limited to, Affiliated Computer Services, Inc.) (“Xerox”) and<insert name here>hereby agree that as follows:
1To further the business relationship between Xerox and Company, it is necessary and desirable that Xerox disclose to Company confidential information (hereinafter referred to as "Xerox Information") concerning any or all of the following: current, future, or proposed products of Xerox: business forecasts and procurement requirements of Xerox; plans and technology relating to the foregoing.
- Company shall not communicate Xerox Information to any third party and shall use its best efforts to prevent inadvertent disclosure of Xerox Information to any third party.
- Company shall neither use Xerox Information nor circulate it within its own organization except to the extent necessary for
(a)negotiations, discussions and consultations with personnel or authorized representatives of Xerox;
(b)supplying Xerox with goods or services at its order;
(c)preparing bids, estimates and proposals for submission to Xerox; and
(d)any purpose Xerox may hereafter authorize in writing.
- The obligations of Paragraphs 2 and 3 hereof shall terminate with respect to any particular portion of the Xerox Information (i) when Company can document that
(a)it was in the public domain at the time of Xerox' communication thereof to Company,
(b)it entered the public domain through no fault of Company subsequent to the time of Xerox' first communication thereof to Company,
(c)it was in Company's possession free of any obligation of confidence at the time of Xerox' first communication thereof to Company,
(d)it was rightfully communicated to Company free of any obligation of confidence subsequent to the time of Xerox’s communication thereof to Company,
(e)such Xerox Information is required to be disclosed pursuant to the order or requirement of a court or similarly empowered administrative or government agency (in which case Company shall give Xerox written notice of such order or requirement as soon as practicable prior to disclosure of Xerox Information and shall provide reasonable cooperation and assistance in opposing such order or requirement if requested by Xerox); or
(f)it was developed by employees or agents of Company independently of and without reference to any Xerox Information or other information that Xerox has disclosed in confidence to any third party; or (ii) when it is communicated by Xerox to a third party free of any obligation of confidence; or, (iii) in any event, five years after Xerox's communication thereof to Company.
- All materials including, without limitation, documents, drawings, models, apparatus, sketches, designs, and lists furnished to Company by Xerox and which are designated in writing to be the property of Xerox shall remain the property of Xerox and shall be returned to Xerox promptly at its request with all copies made thereof.
- Communications from Company to personnel and authorized representatives of Xerox shall not be in violation of the proprietary rights of any third party and shall be made without any obligation of confidence.
- Company shall advise its employees who may have access to Xerox Information of their duty to protect such Xerox Information from improper disclosure. To the extent that Company needs to disclose Xerox Information to its contract workers or its agents, Company shall cause all such contract workers or agents to be bound by the terms and conditions of this Agreement.
- This Agreement shall govern all communications between Xerox and Company that are made during the period from the date of Xerox' first communication thereof to Company to the date on which either party receives from the other written notice that subsequent communications shall not be so governed.
- Company shall not export, directly or indirectly, any technical data acquired from Xerox under this Agreement or any products utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other Government approval without first obtaining such license or approval.
- Nothing in this Agreement shall be construed as a grant of any license to any patent, copyright, trademark, design, trade secret, or semiconductor mask work of Xerox
- This Agreement shall be construed in accordance with the laws of New YorkState, without regard to its choice of laws provisions, and disputes shall be adjudicated or otherwise decided in the forums therefor located in the State of New York.
- If not a U.S. Citizen or permanent resident, please indicate country of citizenship:______
Company / Xerox Corporation
Signature / Signature
Print Name / Print Name / Becky Dziedzic
Title / Title / Manager, Corporate and International PR
Date / Date
PCW Form 56433 Rev 2