FRANKLIN 800                                                             733 LAKEFIELD ROAD, WESTLAKE VILLAGE, CA 91361

                                                  805/376-0515;   - www.franklinVoIP.com                                         

 

 

NON-DISCLOSURE AGREEMENT

 

This AGREEMENT is made and entered into by and between Franklin 800 Corp. a California corporation, having offices at 733 Lakefield Road, Westlake Village, California  91361, and  _____________________________, a corporation with offices located at   ______________________

 

WHEREAS, the parties contemplate and or have entered into business and/or technical discussions relat­ing to BOTH companies data communications technology, and

 

WHEREAS, in furtherance of these discussions, it may be necessary or desirable for each party to disclose to the other certain company-confidential and proprietary business and/or technical information in order to enable discussions to freely take place between them concerning the subject matter referenced above.

 

NOW, THEREFORE, IN CONSIDERATION OF the mutual promises set forth herein, the parties agree as follows:

 

1.  "Proprietary Information" shall mean information received by one party from the other which is marked "Confidential” and/or "Proprietary," or which would be logically considered  company-confidential and/or proprietary in view of interrelationship to the whole disclosure.  Information initially furnished orally which is identified by the disclosing party as company-confidential and/or proprietary at the time of disclosure shall be confirmed by the disclosing party as Proprietary Information in writing within fifteen (15) days

of its initial disclosure.

 

2.   All access to source code, including viewing of selected portions thereof and attendant technical dis­cussions regarding its structure and architecture shall be deemed "Proprietary Information" for purposes of this Agreement. No notes will be taken or subsequently prepared relating to details of the source code.  Additionally, any Franklin or FNet hardware (e.g., Tempest DVG, Breeze, etc.), designs, artwork, itemized bills of materi­al and operating software source code shall also be deemed Franklin proprietary information for purposes of this Agreement. If you receive Source code and modify it you hereby agree to furnish Franklin machine readable updates of all modifications. Porting of this source code to operate on non Franklin manufactured hardware is prohibited. You also agree and understand this agreement and accommodation does not affect the price you pay to Franklin for any products you purchase from Franklin.

 

3.   For a period of five (5) years from the date of receipt, all Proprietary Information shall be maintained in confidence by the receiving party, shall not be disclosed to any third party, and shall be protected with the same degree of care as the receiving party normally uses in the protection of its own company-confidential and proprietary information, but in no event with any less degree of care than reasonable care. In the event of litigation involving either one or both of the parties, including litigation between the parties, the Proprietary Information, and any statements or representations pertaining thereto, shall not be used, utilized, disclosed or referred to by either party. Each party further agrees not to use any Proprietary Information received from the other party except for the purposes set forth above. 

 

4.   The restrictions herein provide shall not apply with respect to Proprietary Information which:

 

A. Is known by the receiving party at the time of receipt; or

B. Is or becomes a part of the public domain without breach of this Agreement by the receiving party; or

C. Is received from a third party under conditions permitting its disclosure to others; or

D. Is independently developed by the receiving party; or

E. Is disclosed pursuant to judicial action or Government regulations, provided the receiving party notifies the furnishing party prior to such disclosure and cooperates with the furnishing party in the event the furnishing party elects to legally contest and avoid such disclosure.

 

5.   Except as expressly provided herein, the Agreement shall not be construed as granting or conferring to the receiving party, either expressly or implied, any rights, licenses or regulations by the furnishing of Proprietary Information specified above or pursuant to this Agreement. As used in this Agreement, “party” or “parties” includes without limitation the officers, directors, shareholders, agents, employees, parent corporations, subsidiaries, divisions, successors and assigns of the parties.

 

6.   All tangible information, including drawings, source code, specifications and other information submit­ted hereunder by either party to the other shall remain the property of the furnishing party.  If either party elects not to pursue any further business undertaking, each party shall promptly return all tangible informa­tion, including any and all copies and notes made in the course of the project relating to all Proprietary Information.

 

7.   This Agreement shall become effective as of the date first written below and shall terminate five (5) years thereafter. However, expiration of the term of this Agreement shall not relieve the parties of any obligations set forth in Paragraph 3 with respect to Proprietary Information, and all such obligations shall continue for the period set forth in Paragraph 3.

 

8.   This Agreement shall be subject to and construed in accordance with the laws of the State of California.

 

9.   All commitments over one thousand dollars ($1,000) must be signed by the CFO or the CEO and commitments over ten thousand dollars ($10,000) require authorization signatures from both the CEO and CFO.

 

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written below.

 

Agreed to:

 

                                                                                                                Franklin 800 Corp.                                         

COMPANY NAME                                                                                  COMPANY NAME

                               

                                                                                                                                                                                                               

SIGNATURE                                                                                           SIGNATURE

 

                                                                                                                                                                                                               

PLEASE PRINT NAME                                                                           PLEASE PRINT NAME

 

                                                                                                                                                                                                               

TITLE                                                                                                     TITLE

 

                                                                                                                                                                                                               

DATE                                                                                                      DATE

           

 

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