MUTUAL CONFIDENTIALITY AGREEMENT This Agreement is made date: …June 2, 2005………………. Between … 5963 La Place Court Suite 104 Carlsbad, CA 92008 Including its sister and any related companies. The parties are engaged in discussions relating to: __Business related to Boston Scientific ________________________ Such discussions may involve the disclosure and communication of information that contains confidential material that the parties wish to protect from unauthorized disclosure and use. IT IS HEREBY AGREED as follows: 1. In this Agreement: (a) “information” shall mean all documents, ideas, know-how, customers and suppliers and other information supplied by one party to the other (whether disclosed orally, in documentary or other material form, by demonstration or otherwise), which: (i) in the case of any document is marked as being “Confidential”, or “Proprietary”, or by any other appropriate legend, and (ii) in the case of information orally disclosed, is identified by the disclosing party at the time of disclosure as being disclosed in confidence or is confirmed in writing by the disclosing party after oral disclosure. (b) “the disclosing party” shall mean the party furnishing information, and “the recipient” shall mean the party receiving it, in the particular case. 2. All information furnished by the disclosing party shall be treated by the recipient as confidential, shall not be disclosed to others, except employees of the receiving party having a need-to-know, or used other than for purpose for which it was submitted without the disclosing party’s prior written consent, except for any of the information which the recipient can show: (a) is already known to the recipient at the date it was disclosed to it by the disclosing party and is or becomes free of restriction on the disclosure or use in question, or (b) is or becomes generally known or freely available to the public (except by reason of any breach by the recipient of its obligations hereunder ), or (c) is disclosed to the recipient, free of restriction on the disclosure or use in question, by a third party who was entitled to make such unrestricted disclosure or (d) is independently developed by the recipient. 3. The recipient will take such precautions and make such arrangements as are reasonably necessary to protect the information received by it (and in any event no less than those the recipient would take and make to protect its own confidential information). 4. This agreement shall be effective as of the date of its signature by last party to sign and shall remain in force for a period of FIVE years. Upon expiration or termination of this Agreement, each party shall return to the other, if requested in writing, all written or descriptive matter, including, but not limited to drawings, blueprints, descriptions, or other papers or documents which contain any such valuable proprietary information and shall retain no copies of same. The obligations of confidentiality shall survive termination of this agreement. 5. No license to either party under patents, trademarks or copyrights is granted or implied by the disclosure of confidential information under this Agreement. 6. Customer information should be treated as proprietary information of Sunex and the receiving party should not contact Sunex customers directly without written consent of Sunex. 7. This Agreement shall be governed by and constructed in accordance with the law of the state of California, USA. IN WITNESS THEREFORE, the parties have executed this Agreement as of the day and year set forth above by their duly authorized representatives. Signed by ………………………………………….. Signed by ………………………………………….. Name ………………………………………….. Name Xiao gang Ning…………………….. Title ………………………………………….. Title General Manager …………………………….. Date ………………………………………….. Date June 2, 2005 On behalf of ……Fuji Seiki……………………………… On behalf of
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