NONDISCLOSURE AGREEMENT
AGREEMENT between Ambrosia Software, Inc. ("Ambrosia"), a New York
corporation and the undersigned individual. In consideration of each
party agreeing to disclose certain confidential proprietary information
to the other party, the parties hereto agree as follows:
FIRST: From and after the date of this Agreement, termination or
expiration notwithstanding, any information, correspondence,
drawings, manuals, and other documents transmitted or
communicated by one party (the "Disclosing Party") to the other
party (the "Receiving Party") and marked "confidential" or
"proprietary", and any information or data orally described as
"confidential" or "proprietary", or which the Receiving Party
has reason to believe is such, shall be received and treated by
the receiving party in secrecy and confidence, and shall not be
disclosed by the Receiving Party to any person or firm without
the prior express written consent of the Disclosing Party.
Such confidential and proprietary information may be
disseminated within the Receiving Party's own organization only
to the extent reasonably required for the proper evaluation of
the Disclosing Party's products.
SECOND: Such restrictions on use or disclosure of information
contained in the FIRST paragraph do not extend to any item of
information which:
i. is publicly known at the time of its disclosure to the
Receiving Party,
ii. is lawfully received by the Receiving Party from a third
party not bound in a confidential relationship to the
Disclosed Party,
iii. is published or otherwise made known to the public by the
Disclosed Party, or
iv. was generated independently by the Receiving Party,
provided, however that before making any use or
disclosure in reliance on one of these exceptions, the
Receiving Party shall give the Disclosing Party at least
ten (10) business days' prior written notice specifying
the applicable exception(s) and circumstances giving rise
thereto.
THIRD: Each party shall require each of its employees having access
to confidential or proprietary information of the other party
to enter into appropriate confidentiality agreements and shall
use its best efforts to ensure compliance with the terms of
such agreements.
FOURTH: Upon three business days' written notice, each party agrees
to return any written confidential or proprietary
information and all physical media on which software was
received from the other party, with a letter declaring that
the information which was contained thereon has in no way
been reproduced or copied on to other media.
FIFTH: Each party acknowledges that the other party shall not have
an adequate remedy in the event it breaches this Agreement
and that the other party will suffer irreparable damage and
injury in such event, and it agrees that the other party, in
addition to any other rights and remedies, shall be entitled
to an injunction restricting it from committing or continuing
any violation of this Agreement.
SIXTH: If any provision of this Agreement shall, to any extent, be
found to be invalid or unenforceable, the remainder of such
invalid or unenforceable provision shall be reformed so as to
be valid and enforceable to the full extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the date set
forth below.
Ambrosia Software, Inc. DEVELOPER_NAME
By:___________________________ By:___________________________
Title:___________________________ Dated:________________
Dated:_______________