license.txt Driver File Contents (2516499.exe)

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THIS AGREEMENT is entered into and effective as of the date set forth above between EMPIA Technology, Inc. ("EMPIA Technology") and the Company set forth below ("Company"). This Agreement will apply to all divisions and locations of EMPIA Technology and Company, unless specified to the contrary in writing by either party.

1. Definitions. The confidential, proprietary and trade secret information (hereinafter "Confidential Information") provided hereunder is that information described in a Confidential Information Transmittal Record ("CITR") executed from time to time by the parties and marked as confidential or proprietary or, if disclosed orally or by access to the disclosing party¡¦s premises, is confirmed in writing as confidential within thirty (30) days of disclosure. Confidential Information does not include that which (i) is in the receiving party¡¦s possession at the time of disclosure, (ii) is or becomes part of the public knowledge or literature, not as a result of any action or inaction of the receiving party, (iii) is obtained by the receiving party from another source without a duty of confidentiality, (iv) is independently developed by the receiving party.

2. Nondisclosure. The receiving party agrees not to use the disclosing party¡¦s Confidential Information for any purpose other than that set forth in a CITR or other writing signed by the authorized representatives of the parties. For a period of three (3) years after the date of disclosure, the receiving party will not disclose Confidential Information to any third parties. Each party will only disclose Confidential Information to those employees who have a need to know such Confidential Information and who are bound to retain confidentiality under agreements which include provisions similar to those in this Agreement. Each party will maintain the Confidential Information with at least the same degree of care it uses to protect its own proprietary Information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. The receiving party shall not copy, disassemble, reverse engineer or decompile the Confidential Information except as authorized by the other party in writing. Any such copies will be identified as belonging to the disclosing party and prominently marked "Confidential". In the event the receiving party is required to disclose Confidential Information pursuant to a judicial or governmental order, such party will promptly notify the disclosing party to allow intervention in response to such order. Each party will advise the other party in writing of any misappropriation or misuse of the Confidential Information of which the notifying party becomes aware.

3. No License, No Warranty, No Sale. No license is granted to either party under any patents, copyrights, mask work rights, trademarks or other proprietary rights of the other party. Nothing in this Agreement is to be construed as a sale of, or an offer to sell, any product(s). All information provided hereunder is "AS IS" and without warranty. Title and right to possess Confidential Information will remain in the disclosing party.

4. Injunctive Relief. If the receiving party fails to comply with any of its obligations under this Agreement, the disclosing party may suffer immediate, irreparable harm due to the unique nature of the Confidential Information. Monetary damages will be inadequate to compensate the disclosing party for any such breach, and the disclosing party may enforce this Agreement by seeking injunctive or other equitable remedies in addition to any available legal remedies.		
5. Term. This Agreement will become effective as of the date written above and will continue for a period of five (5) years unless earlier terminated. Either party may terminate this Agreement at any time without cause upon written notice to the other; however, the confidentiality obligations will survive expiration or termination of this Agree ment. Upon termination and/or upon request of the disclosing party at any time, the receiving party shall return all Confidential Information (and any copies thereof) received from the disclosing party.

6. Attorneys¡¦ Fees: Governing Law. In the event of any litigation between the parties, the prevailing party will be entitled to reasonable attorneys¡¦ fees and all costs incurred in enforcing this Agreement. The parties agree that this Agreement and the transactions hereunder will be governed by Texas law, excluding its conflict of laws rules.

7. Export Compliance. The receiving party shall not export or transship Confidential Information received hereunder except in compliance with applicable U.S. export administration statutes and regulation.

8. General. This Agreement, and any CITRs executed from time to time hereunder, sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. The failure to enforce any right will not be deemed a waiver of such or any other right, including the right to enforce a subsequent breach of the same obligation. This Agreement may be amended or modified only by a writing signed by the parties. This Agreement will not be construed as a joint venture or other business relationship. This Agreement will be binding upon the successors and assigns of both parties.

The undersigned represent and warrant that they have the authority to enter into this Agreement on behalf of the person, entity or corporation listed above their name.

EMPIA TECHNOLOGY, Inc.
2332 Walsh Ave, Suite B 
Santa Clara, CA 95051 

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