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MCS_ FA_Services_Mutual_NDA


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MCS_ FA_Services_Mutual_NDA

  1. 1. Mulay Consultancy Services - Failure Analysis Services Mutual Non-Disclosure Agreement In order to protect certain Confidential Information (as defined below), Mulay's Consultancy Services having an address at 17602 17th St., Ste 102-242, Tustin, CA 92780-7915 and …… for itself and its subsidiaries and affiliates (“Participant”), each individually referred to as a “Party” and collectively referred to as the “Parties”, agree that:  The Effective Date of this Non-Disclosure Agreement (“Agreement”) is ......  The Agreement shall apply to all Confidential Information (as that term is defined herein) that may be disclosed between the Parties by any means including, without limitation, by writings, conversations, electronic transmissions, publications, broadcasts, presentations, and/or facilities tours.  The Parties may agree to additional matters regarding confidentiality in the form of Addenda to this Agreement that incorporate the terms of this Agreement.  “Confidential Information” is defined generally for purposes of this Agreement as any secret or otherwise confidential technical, operational, financial, or business information of a Party (or customer of a Party), including without limitation current and future product design and manufacturing and testing information, technical data and reports, drawings, models, samples and prototypes, work in progress, inventions, patent disclosures and applications, tools and supplies, capacities, computer software, business strategies and plans and forecasts, financial data and reports, names and addresses of customers and prospective customers, marketing strategies and data, purchase orders and other contracts, contract negotiations, requests for proposals, quotes, trade or business practices, services and support, general practices and procedures, and any other potentially sensitive information that may be disclosed between the Parties, whether in written, oral, electronic, website-based, or other form.  This Agreement shall remain in effect until it is terminated by either Party upon thirty (30) days prior written notice. The terms and conditions of this Agreement shall survive any such termination with respect to Confidential Information that is disclosed prior to the effective date of termination. The Parties receiving Confidential Information (each, a “Recipient”) from the other Parties disclosing Confidential Information (each, a “Discloser”) may make such Confidential Information available in any form to its employees, agents, subcontractors or consultants on a need to know basis. The parties will use the Confidential Information only for the purpose and in furtherance of the Parties’ business relationship. Without limiting the foregoing, each Party specifically agrees not to reverse engineer, or otherwise attempt to derive the composition or underlying information of, any such Confidential Information.  Unless the Parties otherwise agree in writing, a Recipient’s duty to protect Confidential Information expires three (3) years from the date of disclosure. A Recipient, upon Discloser’s written request, will promptly return all Confidential Information received from the Discloser, together with all copies thereof, or if that is not possible, certify in writing that all such Confidential Information and copies thereof have been destroyed.  A Recipient will use the same degree of care, but no less than a reasonable degree of care, as the Recipient uses with respect to its own similar information to protect the Confidential Information and to prevent (a) any disclosure or use of Confidential Information not authorized in this Agreement, or (b) dissemination of Confidential Information to any employee of Recipient without a need to know.  A Recipient will have a duty to protect Confidential Information (a) if it is marked or accompanied by documents clearly and conspicuously designating them as “confidential” or the equivalent; (b) if it is identified by the Discloser as confidential before, during or promptly after the disclosure or other communication; or (c) if it is of a type that the Recipient should reasonably recognize as being Confidential Information.  This Agreement imposes no obligation upon a Recipient with respect to Confidential Information which (a) the Recipient can demonstrate was already in its possession before receipt from the Discloser; (b) is or becomes publicly available through no fault of the Recipient or with the consent of the Discloser; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without knowledge or the Confidential Information. If a Recipient is required by a government body or court of law to disclose Confidential Information, the Recipient agrees to give the Discloser reasonable advance notice so that Discloser may contest the disclosure or seek a protective order and, in the absence of a protective order, shall disclose only such Confidential Information as is necessary to comply with the directive of the government body or court of law.  EACH DISCLOSER WARRANTS THAT IT HAS THE RIGHT TO DISCLOSE ITS CONFIDENTIAL INFORMATION. NO OTHER WARRANTIES ARE MADE AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY EITHER PARTY IN RELATION TO OR AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION, IT BEING UNDERSTOOD THAT ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.”  This Agreement imposes no obligation on a Party to exchange Confidential Information or to purchase, sell, license, transfer or otherwise make use of any technology, services or products.  No Party acquires any intellectual property rights under this Agreement except the limited rights necessary to carry out the permitted purposes as set forth in this Agreement.  Each Party acknowledges that breach of this Agreement may result in irreparable harm to the other Party; therefore, in the event of a breach or threatened breach of any of the provisions hereof by a Recipient, the Discloser shall be entitled to appropriate equitable relief, including injunctive relief and specific performance, in addition to any other remedy available at law.  The obligations and duties imposed by this Agreement with respect to any Confidential Information may be enforced by the
  2. 2. Discloser of such Confidential Information against any and all Recipients of such Confidential Information.  This Agreement is made under, and will be construed according to, the laws of the State of California. The Parties consent to the jurisdiction of the courts of the State of California to resolve any dispute that might arise between them regarding this Agreement.  This Agreement does not create any agency or partnership relationship. This Agreement will not be assignable or transferable by either Party without the prior written consent of the other Party. All additions or modifications to this Agreement must be made in writing and must be signed by both Parties.  Mulay's Consultancy Services ( FA Services ) Participant _________________________ By: By: _______________________________ Name: Name: _________________________________ Title: Title: ________________________________ Address: Address: City, State, Zip: City, State, Zip: Date: Date: _____/_____/_____