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4. Degree of Care: Each party represents and warrants that it shall protect
the Proprietary Information it receives from unauthorized use or disclosure
with the highest degree of care used by diligent or prudent persons to protect
their own confidential information under circumstances similar to those
arising under this Agreement. Each party shall limit access to the Proprietary
Information only to those employees or agents who have a need to know it,
and then only to the extent necessary for such employee or agent to perform
her or his work in connection with the Specific Purpose. Further, the receiving
party shall advise its employees or agents who might have access to
Proprietary Information of the confidential nature thereof and shall obtain
from each of such employees and agents an agreement to abide by the
terms of this Agreement. The receiving party shall not disclose any
Proprietary Information to any third party without the disclosing party's
express, written consent.
7. Term: This Agreement shall continue in full force and effect as long as the
parties continue to exchange Proprietary Information. This Agreement may
be terminated by either party at any time upon ten (10) days written notice
to the other party. The termination of this Agreement shall not relieve either
party of the obligations imposed by Paragraphs 3, 4, 5, 9, 10, and 11 of this
Agreement with respect to Proprietary Information disclosed prior to the
effective date of such termination and the provisions of those
Paragraphs shall survive the termination of this Agreement for a period of five
(5) years from the date of such termination.
8. Each party that receives Proprietary Information hereunder agrees to
defend the disclosing party for any loss or damage suffered as a result of
any breach by receiving party (or any of its officers, directors, employees,
or agents) of the terms of this Agreement, including indemnifying for any
reasonable fees and expenses incurred by disclosing party in the enforcement
or collection of such indemnity, including but not limited to fees and expenses
of attorneys, other professionals and expert witnesses.
Signature: Signature:
Title: Title:
Date: Date:
EXHIBIT A
Review of each other's existing technologies, documents and plans to exploit those technologies,
documents and plans to attain mutually beneficial objectives (the "Specific Purpose").
XXXXXXXXXXXXXXXXXX Here ends Exhibit A XXXXXXXXXXXXXXXXXXXXXXXXXXX