CISCO SYSTEMS, INC. MASTER MUTUAL NON-DISCLOSURE
AGREEMENT
(WITH SUPPLEMENTS)
This Non-Disclosure Agreement ("Master NDA") is entered into on the day of /20___ ("Effective Date") between Cisco Systems, Inc. a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California 95134-1706 (and its direct and indirect wholly owned subsidiaries), ("Cisco") and University of Utah, a US corporation having its principal place of business at Ctr For High Perform Computing 155 S 1452 EAST RM 405, Salt Lake City , UT, US, 84112.
Whereas, the parties desire to create a Master NDA upon the following terms and conditions, which the parties can use for particular disclosures of Confidential Information for particular Purposes by completing and executing the Supplement(s) attached and without renegotiating the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Master NDA and the disclosure of Confidential Information to each other, the parties to this Master NDA agree as follows:
1. DEFINITION OF CONFIDENTIAL INFORMATION. "Confidential Information" means the terms and conditions of this Master NDA, the existence of the discussions between the parties, the information described in the Supplement(s) attached hereto as Confidential Information, and any other information concerning the Purpose described in the Supplement(s), including but not limited to, information regarding each party's product plans, product designs, product costs, product prices, finaces, marketing plans, business opportunities, personnel, research and development activities, know-how and pre-release products; provided that information disclosed by the disclosing party ("Disclosing Party") in written or other tangible form will be considered Confidential Information by the receiving party ("Receiving Party") only if such information is conspicuously designated as "Confidential," "Proprietary" or a similar legend. Information disclosed orally shall only be considered Confidential Information if: (i) identified as confidential, proprietary or the like at the time of disclosure, and (ii) confirmed in writing within thirty (30) days of disclosure. Confidential Information disclosed to the Receiving Party by any affiliate or agent of the Disclosing Party is subject to this Master NDA.
2. SUPPLEMENT. The Confidential Information to be disclosed and the Purpose of such a disclosure shall be set forth in a Supplement in the form attached hereto as Exhibit A, which, when completed and executed by the parties shall be incorporated herein by reference.
3. SOURCE CODE SHOULD NOT BE DISCLOSED HEREUNDER. This Master NDA does not contemplate the disclosure of source code and shall not be used for disclosures involving source code. Disclosures of Cisco's source code shall only be done pursuant to an appropriate Cisco Source Code Non-Disclosure Form.
4. DESCRIPTION. The Confidential Information to be disclosed under this Master NDA shall be described in the Supplement.
5. PURPOSE. The Receiving Party may use the Confidential Information solely for the Purpose described in the Supplement.
6. DISCLOSURE. The Receiving Party shall not disclose the Confidential Information to any third party other than employees and contractors of the Receiving Party who have a need to have access to and knowledge of the Confidential Information solely for the Purpose authorized above. The Receiving Party shall have entered into non-disclosure agreements with such employees and contractors having obligations of confidentiality as strict as those herein prior to disclosure to such employees and contractors to assure against unauthorized use or disclosure.
7. EXCEPTIONS TO CONFIDENTIAL INFORMATION. The Receiving Party shall have no obligation with respect to information which (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Master NDA; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; (iv) is developed by or for the Receiving Party without use of the Confidential Information and such independent development can be shown by documentary evidence; and (v) is transmitted by a party after receiving written notification from the other party that it does not desire to receive any further Confidential Information. Further, the Receiving Party may disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that the Receiving Party provides the Disclosing Party: (a) prior written notice of such obligation; and (b) the opportunity to oppose such disclosure or obtain a protective order.
8. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon written request by the Disclosing Party, the Receiving Party shall: (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) business days of receipt ofrequest; and (iii) upon request of the Disclosing Party, confirm in writing that the Receiving Party has complied with the obligations set forth in this paragraph.
9. INDEPENDENT DEVELOPMENT. The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Receiving Party from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development. Neither party shall have any obligation to limit or restrict the assignment of its employees or consultants as a result of their having had access to Confidential Information. Further, subject to any copyrights, mask work rights or patent rights, the parties agree that as a result of exposure to Confidential Information of the Disclosing Party, employees of the Receiving Party may gain or enhance general knowledge, skills and experience (including ideas, concepts, know-how and techniques) related to Receiving Party's business ("General Knowledge"). The subsequent use by these employees of such General Knowledge as retained in their unaided memories, without reference to Confidential Information in written, electronic or other fixed form, shall not constitute a breach of this Agreement. Neither party shall have any obligation to limit or restrict the assignment of persons or to pay royalties for any work resulting from the use of such General Knowledge.
10. NO LICENSES. Each party shall retain all right, title and interest to such party's Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or thereafter may be obtained by such party is either granted or implied by the disclosure of Confidential Information.
11. DISCLAIMER. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITH ALL FAULTS. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights, any right of privacy, or any rights of third persons.
12. EXPORT. The parties acknowledge that the Confidential Information disclosed by each of them under this Master NDA may be subject to export controls under the laws of the United States. Each party shall comply with such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the other party without first obtaining all required United States authorizations or licenses.
13. TERM. This Master NDA shall continue from the "Effective Date written above until terminated by either party by giving thirty (30) days written notice to the other party of its intent to terminate this Master NDA. Notwithstanding such termination, the obligations of the Receiving Party concerning confidentiality shall terminate five (5) years following receipt of the Confidential Information.
14. GENERAL. Each party acknowledges that monetary remedies may be inadequate to protect Confidential Information and that injunctive relief may be appropriate to protect such Confidential Information.
The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Master NDA and shall not remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from the Disclosing Party.
The parties hereto are independent contractors. Neither this Master NDA nor any right granted hereunder shall be assignable or otherwise transferable.
If any term of this Master NDA shall be held to be illegal or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.
This Master NDA may only be modified in writing and must be signed by both parties.
This Master NDA shall be construed in accordance with the laws of the State of California.
15. RESERVATION. Each party hereto reserves the right refuse to execute a Supplement and to require the execution of a Non-Disclosure Agreement on different or additional terms should the business needs of that party so require.
16. ENTIRE AGREEMENT. This Master NDA, including all Supplements completed and executed by the parties, represents the entire agreement of the parties hereto pertaining to the subject matter of this Master NDA, and supersedes any and all prior oral discussions and/or written correspondence or agreements between the parties with respect thereto.
IN WITNESS WHEREOF, the parties have executed this Master NDA as of the date last written below.
CISCO SYSTEMS, INC
University of Utah
By: _____________________________
By: _____________________________
Name: Roy Osterburg
Name: University of Utah
Title: TME
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Date:
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