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NON DISCLOSURE AGREEMENT
This Non Disclosure Agreement (hereinafter referred to as the “Agreement”), enters into force after its signature by both Parties with effect as of the __ day of ______, 20XX (hereinafter referred to as the "Effective Date").
By and between:
STMicroelectronics (Grenoble2) SAS, a company organized and existing under the laws of France, having its registered office at Grenoble, 12, rue Jules Horowitz, 38000 Grenoble, France, registered at the trade register of Grenoble under the number 504941337 RCS Grenoble (hereinafter referred to as "ST"),
on the one hand,
and,
XXX, [a university, laboratory ...] incorporated and existing under the laws of _____, having its principal place of business at ______, hereafter referred to as "XXX"),
on the other hand,
hereinafter referred individually to as a “Party” or collectively referred to as the "Parties".
WHEREAS the Parties desire to exchange proprietary and confidential information relating to STxP70 V3 and V4 Core and peripherals (High end configurable DMA engine called Streamer, Timer counter unit TCU). This include STxP70 processor core, supercore and extensions (documentation, RTL, models), STxP70 development toolset as well as documentation, programming tools, low-level libraries, simulators and example code included in the P2012 Software Development Kit. This exchange of information is to allow common work done in the context of the SMECY program (hereinafter referred to as the "Project");
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. CONFIDENTIAL INFORMATION under this Agreement shall mean any item or information including but not limited to electrical/electronic schematic and circuit diagrams, documentation, specifications, formulas, manufacturing processes, know-how, computer programs, technology, technical descriptions and other technical and economic data, records and information pertaining to the Project, which is disclosed by one Party (hereinafter referred to as the "DISCLOSING PARTY") to the other Party (hereinafter referred to as the "RECEIVING PARTY") under this Agreement whether orally and/or in writing and/or in graphic or in electronic or electromagnetic form and any derivatives of any of the foregoing, provided that it is clearly and conspicuously marked or designated in writing by the DISCLOSING PARTY as being CONFIDENTIAL INFORMATION or if originally disclosed orally, provided that it is confirmed in writing as being CONFIDENTIAL INFORMATION by the DISCLOSING PARTY within thirty (30) calendar days after oral disclosure.
2. The RECEIVING PARTY undertakes to apply to all CONFIDENTIAL INFORMATION at least the same degree of care with which it treats and protects its own proprietary information against public disclosure. All such CONFIDENTIAL INFORMATION shall not be disclosed to any third party without the prior written consent of the DISCLOSING PARTY except as hereunder provided.
In particular, the Parties hereby agree that XXX will, in no way, be entitled to make publication of whatsoever nature, to the extent that such publication would contain ST’s CONFIDENTIAL INFORMATION without the prior express written consent of ST.
3. Neither Party shall reverse-compile, reverse-assemble or reverse-engineer the CONFIDENTIAL INFORMATION or any part of it, of the other.
4. The RECEIVING PARTY undertakes to restrict its use of CONFIDENTIAL INFORMATION to the Project, to make no further or other use of the same and to ensure that dissemination of CONFIDENTIAL INFORMATION within its own organisation is made on a strict "need to know" basis. The RECEIVING PARTY shall ensure that all persons to whom CONFIDENTIAL INFORMATION is made available are aware of the confidential nature of such CONFIDENTIAL INFORMATION and comply with the terms and conditions of this Agreement relating to protection and use of CONFIDENTIAL INFORMATION.
5. Notwithstanding the foregoing, due to the organisation and structure of the STMicroelectronics NV Group, ST reserves the right and XXX agrees, that ST may disclose the CONFIDENTIAL INFORMATION of XXX to persons working as employees of an ST Affiliated Company on a "need to know" basis, provided that ST shall ensure that such persons comply with the provisions of this Agreement.
For the purpose of this Agreement, an ST Affiliated Company shall mean STMicroelectronics NV and any ST company, owning or controlling, owned or controlled, directly or indirectly, now or hereafter, by STMicroelectronics NV or is under common control with STMicroelectronics NV.
For the purpose of the interpretation of this definition, "control" means the legal, beneficial or equitable ownership, directly or indirectly of more than fifty percent (50%)of the equity of such entity or the ability to elect at least half of the members of the board of directors of such entity or a similar governing body.
Moreover, XXX agrees that CONFIDENTIAL INFORMATION, as described herein, disclosed by an ST Affiliated Company to XXX will be governed by this Agreement.
6. For the purpose of this Agreement, information shall not be considered to be CONFIDENTIAL INFORMATION if the RECEIVING PARTY can prove that such information is:
a) in or passes into the public domain other than by breach of this Agreement; or,
b) known to the RECEIVING PARTY prior to disclosure by the DISCLOSING PARTY; or,
c) disclosed to the RECEIVING PARTY by a third party having the full right to disclose it; or,
d) independently developed by an employee of the RECEIVING PARTY; or,
e) approved for unlimited release or use by written authorisation of the DISCLOSING PARTY, or required to be disclosed as a result of a Court order or pursuant to government action.
7. This Agreement shall remain in force for a period of one (1) year as from the Effective Date. However, this Agreement may be terminated, prior to its expiry, by either Party on thirty (30) days written notice to the other.
In the event of termination or expiration, each Party undertakes at the requesting Party's option:
- to return all the CONFIDENTIAL INFORMATION to the other Party, or
- to destroy all the copies of the CONFIDENTIAL INFORMATION and to certify destruction thereof.
8. The obligations set forth in this Agreement relating to the protection of CONFIDENTIAL INFORMATION shall remain in effect for a period of five (5) years from the expiration or termination of this Agreement.
9. Any communication of CONFIDENTIAL INFORMATION which may be made under this Agreement shall be issued by the Employee(s) of the DISCLOSING PARTY to the Employee(s) of the RECEIVING PARTY, below listed as entry point(s), or to any Employee which shall be further designated by each respective Party as entry point, by written notice:
ST’s ENTRY POINT(s): XXX’s ENTRY POINT(s):
Didier FUIN [Name(s)]
Diego MELPIGNANO
Eric FLAMAND
Any notice which may be or is required to be given under this Agreement shall be sent in writing by courier (DHL, TNT, ..) registered mail or certified mail, postage prepaid, return receipt requested, to the following persons:
if to ST: to XXX:
STMicroelectronics (Grenoble2) SAS [Name]
Attn: Eric FLAMAND Attn: [name]
[Address] [Address]
[Fax:] [Fax:]
with a copy to:
STMicroelectronics SA
Attn: General Counsel
850, rue Jean Monnet
38926 Crolles CEDEX
France
10. Neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party.
11. Nothing in this Agreement shall be deemed to grant either Party a license directly or by implication under any patent, patent applications, copyright, design right (whether registrable or not) mask work rights, trade secrets or know how.
12. This Agreement does not limit either Party's rights as existing as of the date of its signature. It does not create any additional right or obligation which is not expressly included herein and in particular it shall not be deemed to create any obligation for either Party to enter into any further contractual arrangements of any kind.
13. This Agreement embodies the entire understanding of the Parties and shall supersede all previous communications, representations or understandings, either oral or written between the Parties relating to the subject matter hereof.
14. THE CONFIDENTIAL INFORMATION ARE PROVIDED ON AN “AS IS” BASIS, AND THE DISCLOSING PARTY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT THERETO, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, QUIET ENJOYMENT, AND ACCURACY.
15. All disputes arising in connection with the present Agreement shall be amicably solved between the Parties. If they cannot be so amicably solved, such disputes shall be finally submitted to the jurisdiction of the Commercial Court of Paris. French Law shall be applicable.
IN WITNESS WHEREOF, ST and XXX have hereby executed this Agreement as of the day and year first written above.
For STMicroelectronics (Grenoble2) SAS For XXX
Name: Eric FLAMAND Name:
Title: Director Title:
Signature: Signature:
Date: Date