NONDISCLOSURE AGREEMENT<br />This Non-Disclosure Agreement (“Agreement”) is entered into as of February 5, 2010 by and bet...
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  1. 1. NONDISCLOSURE AGREEMENT<br />This Non-Disclosure Agreement (“Agreement”) is entered into as of February 5, 2010 by and between Fairfield & Associates LLP (“Fairfield”), a Virginia LLP, and Thomson Network Solutions, Inc., (“Thomson”), a California corporation with offices in Virginia.<br />Whereas, Fairfield and Thomson (“The Parties”) enter into this agreement for the purpose of protecting and preserving the patent, trade secret, and other proprietary rights in information (“Confidential Information”) to be disclosed or made available to Fairfield by Thomson.<br />Therefore, the Parties undertake as follows:<br />AGREEMENT<br />1. Definition of Confidential Information. The Parties agree that Confidential Information of Thomson might include, but not be limited to, Thomson’s: (1) business strategies, plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) requirements, technical specifications, drawings, sketches, models, samples, tools, architectural renderings, application software, user interfaces, wireframes, middleware components, technical information, or any other related information.<br />2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.<br />3. Confidentiality Restrictions. Thomson may disclose Confidential Information to Fairfield in confidence, provided that Thomson identifies such information as proprietary and confidential either by making it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information. Such notification may be done orally, by e-mail or written correspondence. Fairfield shall have no liability with respect to any disclosure of Confidential Information that occurs before such information ahs been designated proprietary or confidential by Thomson.<br />4. Term. The term of this agreement shall be six (6) months, unless terminated by either party with 30 days written notice. <br />5. Permitted Use. Fairfield shall not make any reproductions, disclosure or use of the Confidential Information other than for the limited purpose of working for Thomson. Fairfield may use documents approved under Section 6 for the specific purpose authorized. In addition, Thomson does not grant, and Fairfield shall not have, any right or license, under any patent, trademark, copyright, trade secret owned or controlled by Thomson.<br />6. Authorization. At any time, Fairfield may ask for authorization to use any document containing Confidential Information from Thomson (“Authorization Request”). Thomson shall use reasonable efforts to respond to Fairfield’s Authorization Request within 10 business days and shall not reasonably deny such request. <br />7. Survival. The nondisclosure provisions of this Agreement shall survive the expiration or termination of this Agreement for one (1) year following the termination or expiration of the Agreement. To the extent any portions of Confidential Information meet the definition of a “trade secret” under applicable law, Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. <br />8. Relationships. Nothing in this Agreement shall be construed as creating, conveying, transferring, granting or conferring upon Fairfield any right, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in Section 4 and the authorized use under Section 5.<br />9. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of laws provisions. All disputes under this Agreement shall be litigated in a court of competent jurisdiction in the city of Roanoke, Virginia.<br />10. Injunctive Relief. It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of the Confidential Information provisions under this Agreement will cause irreparable damage for which recovery of money damages would be inadequate, and that the non-breaching party shall therefore be entitled to obtain timely injunctive relief, specific performance or other equitable relief without prejudice to any other rights and remedies that such party may have for a breach of this Agreement. Each of the parties hereto further agrees to waive, and to use its best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy.<br />11. Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision. <br />12. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.<br />13. Waiver. No waiver of any breach of this Agreement shall be a waiver of any preceding or subsequent breach. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. Disclosing Party shall not be required to give notice to enforce strict adherence to all terms of this Agreement.<br />This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.<br />______________________________ <br />(Typed or Printed Name)<br />Date:<br />______________________________<br />(Typed or Printed Name)<br />Date:<br />