From: joshua geller (dclxvi_at_best.com)
Date: 07/26/98
Date: Sun, 26 Jul 1998 01:31:54 -0700 (PDT) Message-Id: <199807260831.BAA02475@shell5.ba.best.com> From: joshua geller <dclxvi_at_best.com> Subject: Re: AASAS Status
Oops. Here is the actual NDA:
AASAS, Inc. Non-Disclosure Agreement
This Agreement is made this ______ day of ________, 1998 by and
between __________________ (Receiver), a ___________ and Arctic-Antarctic
Static Air Ships, Inc. (AASAS), a California corporation.
RECITALS
WHEREAS, in order to allow Receiver to evaluate a possible
business arrangement with AASAS, AASAS desires to deliver to
Receiver, upon the terms and conditions set forth herein, certain
information about the properties and operations of AASAS;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter set forth, AASAS and Receiver
agree as follows:
Definition of Proprietary Information. The term Proprietary Information
shall include all information and data furnished by AASAS to Receiver,
whether in oral, written, graphic, or machine-readable form, including but
not limited to designs, procedures, formulas, discoveries, inventions,
improvements, concepts, techniques, circuits, cost data, technical
know-how, computer programs and ideas, except solely such information and
data as the parties agree in writing is not proprietary or confidential.
Information made available to the general public by AASAS or with prior
written consent of AASAS shall not be considered Proprietary Information.
Non-Disclosure. Receiver agrees to hold Proprietary Information received
in confidence and not to show or disclose it to any third parties, unless
required to do so by law. Receiver will use reasonable means, not less
than that used to protect its own proprietary information, to safeguard
the Proprietary Information. Receiver shall store the Proprietary
Information in a safe place. In the event Receiver is required by law to
disclose any Proprietary Information, Receiver agrees to provide AASAS
with prompt notice of such requests or demands to disclose to enable AASAS
to seek an appropriate protective order.
Limitation on Access. Receiver shall limit use and access to the
Proprietary Information to its bona fide employees whose use and access is
necessary to effect the purposes of this Agreement, and shall notify each
employee to whom disclosure is made that such disclosure is made in
confidence, and shall enter into appropriate agreements with its employees
to protect the confidentiality of the Proprietary Information. Receiver
shall be responsible for any use or disclosure of Proprietary Information
by any of its agents or employees. Receiver shall not show or otherwise
disclose the contents of the Proprietary Information to independent
contractors or consultants.
Removal of Notices. Receiver shall not remove any copyright or proprietary
rights notice attached to or included in any Proprietary Information
provided by AASAS. Receiver shall reproduce all such notices on any
copies. All copies made by Receiver shall also be considered as
Proprietary Information.
Use of Proprietary Information. The Proprietary Information shall be used
by Receiver for the sole purpose of determining whether it wants to enter
into a business arrangement with AASAS. It shall not be used either
internally or externally by Receiver for any purpose and scope other than
determining whether Receiver wants to enter into a business arrangement
with AASAS. Receiver shall not make the Proprietary Information available
for use by or the benefit of any other party, whether or not for
consideration. Receiver shall make only such copies of the Proprietary
Information as are necessary in connection with determining whether
Receiver wants to enter into a business arrangement with AASAS.
Return of Proprietary Information. Receiver will return all Proprietary
Information in written form, including all copies made, to AASAS upon the
earlier of (i) the completion of the discussions between AASAS and the
Receiver or (ii) the request of AASAS. The provisions of Sections 1, 2,
3, 5, 7 and 8 shall survive any termination of this Agreement.
No License. Neither the execution of this Agreement, nor the furnishings
of any materials to the Receiver hereunder, shall be construed as granting
either expressly or by implication, estoppel or otherwise, any license
under any invention, patent, or other proprietary information now or
hereinafter owned by or controlled by AASAS.
Injunctive Relief. Receiver acknowledges that AASAS will be irreparably
harmed if Receiver's obligations under this Agreement are not
specifically enforced and that AASAS would not have an adequate remedy at
law in the event of an actual or threatened violation by Receiver of its
obligations. Therefore, Receiver agrees that AASAS shall be entitled to
an injunction or any appropriate decree of special performance for any
actual or threatened violations or breaches of this Agreement by Receiver,
its employees or agents without the necessity of AASAS showing actual
damages or that monetary damages would not afford an adequate remedy.
AASAS retains all rights and remedies afforded under the patent,
trademark, copyright and other laws of the United States and the States
thereof, including without limitation any laws designed to protect
proprietary or confidential information.
General.
No Assignment. This Agreement may not be assigned by the Receiver. The
obligations of the Receiver shall not terminate upon any attempted
assignment.
Governing Law and Venue. This Agreement is governed and construed in
accordance with the laws of the State of California without reference to
the principles of conflicts of laws. Suit under this Agreement shall be
brought in a court of competent jurisdiction in the State of California.
Severability. If any part, term or provision of this Agreement shall be
held illegal, unenforceable, or in conflict with any law of a federal,
state, or local government having jurisdiction over this Agreement, the
validity of the remaining portions or provisions shall not be affected
thereby.
Entire Agreement. This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof and with respect to the
matter contained herein and supersedes all prior agreements or
understandings. This Agreement shall not be modified except in writing.
Notices. Any notices or communications hereunder shall be in writing and
sent by first class mail or reliable overnight carrier, addressed to the
parties listed below, or to such other addresses as the party may from
time to time designate in writing.
To AASAS:
AASAS, Inc.
P.O. Box 311
Mountain View, California 94042
To Receiver:
___________________________
___________________________
___________________________
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives with full rights, power and
authority to enter into and perform this Agreement.
RECEIVER, ARCTIC-ANTARCTIC STATIC AIR SHIPS, INC.,
a _________________________ a California Corporation
By:_________________________ By:____________________________________
(signature)
____________________________ Joshua Geller
Print Name Its Director