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Confidentiality and Nondisclosure Agreement
This Confidentiality and Nondisclosure Agreement (“Agreement”) is made as of June 26, 2008, by and between e-LANTiS Corporation (“Owner”), and you with about information as (“Recipient”), with reference to the following. A. Owner desires to make certain information available to Recipient pertaining to the business of Owner, and specifically with regard to certain proprietary technology and software developed by Owner for use in the transportation business (the “Confidential Matters”). B. Recipient desires to evaluate such technology and software and other information included in the Confidential Matters for the purpose of analyzing its potential use in the Recipient’s business. NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, Recipient and Owner hereby agree as follows: 1. As used herein, “Proprietary Information” shall mean all information, including but not limited to business, financial and technical information, data, trademarks, trade information, patents and ideas relating to the Confidential Matters disclosed by Owner to Recipient orally or in written documents, memoranda, reports, correspondence, drawings or other media, or in computer software and programs, and any written document, memorandum, report, correspondence, drawing or other material, or other idea, developed or prepared by Owner or any of its representatives that incorporates, references or uses any information of the other party described in the Confidential Matters. 2. As used herein, “Recipient Material” shall mean any written document, memorandum report, correspondence, drawing or other material, or computer software or program, developed or prepared by Owner or any of its representatives that incorporates, references or uses any Proprietary Information, and any oral disclosure designated in writing pursuant to Paragraph 1. 3. Notwithstanding any other provision of this Agreement, Proprietary Information shall not include any item of information, data, patent or idea which: a. is within the public domain prior to the time of disclosure of Owner to Recipient or thereafter becomes within the public domain other than as a result of disclosure by Recipient or any of its representatives in violation of this Agreement; b. was, on or before the date of disclosure to Recipient in the possession of Recipient, as shown by Recipient’s written records, unless it was acquired by Recipient from a third party who was under an obligation of confidentiality to Owner; or c. is acquired by Recipient from a third party not under an obligation of confidentiality to Owner. 4. Unless Owner has given its prior written consent, Recipient shall use the Proprietary Information only to make an evaluation of the Confidential Matters for the purpose of determining whether to undertake negotiations or future services with respect to the Confidential Matters and shall not use the Proprietary Information for any other purpose. 5. Subject to the provisions of Paragraph 6, unless Owner has given its prior written consent, Recipient shall not disclose to any third party any Proprietary Information or Recipient Material until the passage of two (2) years from date of this Agreement. 6. Recipient shall limit access to all Proprietary Information and Recipient Material to Recipient’s employees who require access to the Proprietary Information or Recipient Material for the functions in connection with this Agreement. Any of the persons mentioned above who are given access to the Proprietary Information or the Recipient Material shall be informed of this Agreement in advance and Recipient shall use all reasonable efforts to cause such persons to comply with Paragraphs 4 and 5 of this Agreement. 7. All Proprietary Information and Recipient Material shall remain Owner’s property, and shall be returned to Owner at its request, together with all copies, replicas or duplicates thereof. Should Recipient determine not to pursue negotiations with respect to the Confidential Matters or, after the commencement of negotiations, decide not to proceed, Recipient shall, as directed by Owner, either promptly destroy or return to Owner all Proprietary Information and Recipient Material and all copies thereof. 8. In the event that Recipient or anyone to whom it transmits the Proprietary Information or Recipient Material pursuant to this Agreement becomes legally required to disclose any such Proprietary Information or Recipient Material, Recipient shall provide Owner with prompt notice so that Owner may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that Owner waives compliance with the provisions of this Agreement, Recipient shall furnish only that portion of the Proprietary Information or Recipient Material which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction. 9. Owner does not make any representation or warranty as to the accuracy or completeness of the Proprietary Information or Recipient Material. 10. This Agreement is to be made under and shall be construed in accordance with the laws of the State of California and constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and merges any and all prior agreements, understandings and representations. 11. This Agreement may not be superseded, amended or modified except by written agreement between the parties hereto. 12. Recipient understands and agrees that, because of the unique nature of the Proprietary Information, Owner will suffer irreparable harm in the event that Recipient fails to comply with any of its obligations under this Agreement and monetary damages will be inadequate to compensate Owner for such breach. Accordingly, Recipient agrees that Owner shall, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Agreement. 13. In the event either party commences any action or proceeding against the other party by reason of any breach or claimed breach in the performance of this Agreement, or to seek a judicial declaration of rights hereunder, the prevailing party in such action shall be entitled to recover reasonable attorneys’ fees and costs. 14. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, or constitute a continuing waiver. No partial invalidity of this Agreement shall affect the remainder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed digitally as of the day and year first written above.
By clicking on 'I accept' below you are agreeing to the Confidentiality and Nondisclosure Agreement above.