ejemplo de un non disclosure agreement
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Agreement is made and entered into on the day of , 1999. BETWEEN :- (1) E-mu Systems, Inc. having its principal place of business at 1600 Green Hills Road, Scotts Valley, CA 95067-0015 ("E-mu"), (2) , a corporation having its principal place of business at , to be referred to as the ("Receiving Party"). WHEREAS :- 1 E-mu develops and uses valuable technical and non-technical confidential and proprietary information. 2 Receiving Party is interested in receiving certain Confidential Information (as defined hereunder) from E-mu for the purpose of . NOW THEREFORE, in consideration of the disclosure of such Proprietary/Confidential Information and the mutual covenants and promises herein contained, it is agreed as follows :- 1 For purposes of this Agreement, "Confidential Information" shall mean information or material proprietary to E-mu of which Receiving Party may obtain knowledge or access. "Confidential Information" includes, but is not limited to, the following types of information and other information of a similar nature, whether or not set forth in writing : discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, specifications, techniques, models, prototypes, data, source code, object code, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, "know-how", marking techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information. "Confidential Information" shall also include any information described as proprietary or designated as confidential information, whether or not owned or developed by E-mu, and whether or not copyrighted or information disclosed to E-mu by any third party which information E-mu is obligated to treat as confidential or proprietary information. 2 All Confidential Information disclosed by E-mu shall, between E-mu and Receiving Party, remain the property of E-mu. E-mu is not hereby granting or extending to Receiving Party any rights of any kind under any patent, copyright, trademark, or other intellectual property right which E-mu, its parent or affiliate companies may now have or may hereby obtain with respect to the Confidential Information. Nothing contained in this Agreement shall be construed to obligate E-mu to disclose any information to Receiving Party. 3 Receiving Party shall use the Confidential Information onlyfor the above-stated purposes, unless otherwise agreed to by a further separate written agreement of the parties, and shall keep confidential and not disclose the Confidential Information to any other person, firm or corporation, except to the extent that any Confidential Information :- (i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no act or fault on the part of Receiving Party; (ii) was already in the possession of the Receiving Party and at its free disposal prior to the time of receiving such information from E-mu; or (iii) is hereafter rightfully furnished to Receiving Party by a third party without breach of any separate non-disclosure obligation and not in violation of any duty of confidence under this Agreement. 4 Receiving Party agrees that no Confidential Information shall be disclosed to any officer or employee of Receiving Party, unless such person shall have a valid need to know such information in order to carry out the above-stated purposes and such disclosure shall be on terms at least as restrictive and enforceable as those herein contained. Receiving Party shall take no less than all reasonable precautions to ensure against any breach of confidentiality and will advise its employees who have access to any Confidential Information of the confidential nature thereof and of the limitation with respect to its permitted use to the above-stated purposes. NDA1 - One-way (we disclose). Use restriction. Use Restriction Clause here!
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Initial : Page 2 of 2 5 Notwithstanding the conclusion or termination of the parties' relationship as described herein, whether due to termination by either party upon thirty (30) days written notice to the other or otherwise, Receiving Party shall continue to fulfil its obligations hereunder and to maintain the confidentiality of the Confidential Information for a period of five (5)years from the date of disclosure. Sections 1-6 and 8-14 shall survive termination of this Agreement. 6 All Confidential Information and derivatives, existing in written form or recorded in any other tangible medium, shall be returned to E-mu upon its request or immediately upon termination, together with any reproductions or copies thereof. 7 Upon written request of Receiving Party, E-mu may in its sole discretion give permission, valid only to the extent given in writing and signed by a duly authorized representative of E-mu, to Receiving Party to disclose Confidential Information otherwise required to be kept confidential by this Agreement. 8 Receiving Party agrees that E-mu will suffer irreparable harm if Receiving Party fails to comply with its obligations set forth herein, and further agrees that monetary damages will be inadequate to compensate E-mu for any such breach. Accordingly, Receiving Party agrees that E-mu will, in addition to any other remedies available to it at law or in equity, be entitled to the issuance of injunctive relief to enforce the provision hereof. 9 Receiving Party agrees that if it fails to comply with its obligation, as set forth herein, E-mu shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or benefits which Receiving Party directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation. Such remedy shall be in addition to and not in limitation of any injunctive relief or other remedies to which E-mu may be entitled, at law or in equity, under this Agreement. 10 Neither party shall have the right to assign this Agreement (or any portion hereof) without the prior written consent of the other party. Any assignment without such consent shall be void and is a material breach hereof. Subject to the foregoing, this Agreement shall be binding upon the successors and authorized assigns of Receiving Party and shall inure to the benefits of the successors and authorized assigns of E-mu. No oral agreement, statement or representation shall alter its provisions. 11 Any notice or communication to be given under this Agreement shall be deemed given if delivered in writing to the intended recipient at the address and marked for the attention of the person set out in this Agreement or as may be notified from time to time by the party concerned. No addition or modification of this Agreement will be binding on either party unless reduced to writing and signed by both parties. 12 The failure of any party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's rights to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall remain in full force and effect. 13 The terms of this Agreement are confidential and shall not be disclosed to third parties without the written consent of all parties, except to the extent required by a court or regulatory agency of competent jurisdiction.
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Initial : Page 3 of 3 14 This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to its choice of laws rules. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written. Should any provision of this Agreement be determined to be void, invalid or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect. In witness whereof, the parties have executed this Agreement as of the date first written above. E-mu Systems, Inc. Signature: Signature: Name: Name: Designation: Designation: ER:mn 10/98 nda1.doc standard
tpoco dicen na interesante
por supuesto no es de nintendo, es de para developers de una division de creative
![[flipa]](/images/smilies/nuevos2/flipando.gif "flipando")
![[mamaaaaa]](/images/smilies/nuevos/triste_ani4.gif "llorica")
que raros son los GODs 
![[sati]](/images/smilies/nuevos2/demonio.gif "demoniaco")
![[pos eso]](/images/smilies/nuevos2/pimp.gif "pescador?")
xD ![[fumeta]](/images/smilies/nuevos2/otrofumeta.gif "fumeteo")
![[looco]](/images/smilies/nuevos2/borracho.gif "loco")
![[+risas]](/images/smilies/nuevos/risa_ani3.gif "más risas")
![[risita]](/images/smilies/nuevos/sonrisa_ani1.gif "risita")
![[jaja]](/images/smilies/nuevos2/otrasonrisa.gif "otra sonrisa")
y les robamos todo o nada de nada. Como vamos a leer un formato que solo conocen ellos??
![[mad]](/images/smilies/nuevos/miedo.gif "loco")
![[ayay]](/images/smilies/nuevos/sonrojado_ani1.gif "enrojecido")
![[reojillo]](/images/smilies/nuevos2/ooooops.gif "reojillo")
