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Yogendra Vaghela
EXHIBIT B
MUTUAL CONFIDENTIALITY AGREEMENT
Company: ________________________________________________________________
Legacy Digital Media:Legacy Digital Media with offices at M-70, Trade Center, South
Tukoganj, Indore-452001 (reference to Legacy Digital Media
Shall include
Any affiliate or subsidiary of Legacy Digital Media).
WHEREAS, the Company and Legacy Digital Media on this _____ day of _________ 2009
wish to enter into an agreement whereby each shall, from time to time, have access to
confidential and proprietary information of the other or its respective parent, subsidiaries and
affiliates.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1.Definitions.
aThe term A Confidential Information shall mean:
i.any data or information that is competitively sensitive material, and not
generally known to the public, including, but not limited to, products, customer
records, cardholder information, employee information, planning information,
marketing strategies, plans, finance operations, customer relationships,
customer profiles, sales estimates, marketing methods, Product design,
customer service techniques, business plans, and internal performance results
relating to the past, present or future business activities of either Party, its
parent corporation, subsidiaries and affiliates and the customers, clients and
suppliers of any of the foregoing;
ii.any scientific or technical information, design, process, procedure, formula, or
improvement that is commercially valuable and secret in the sense that its
confidentiality afford a Party a competitive advantage over its competitors; and
iii.all confidential or proprietary concepts, documentation, reports, data
(including magnetic tapes), specifications, computer software, source code,
object code, flow charts, databases, inventions, information, know-how, show-
how and trade secrets, whether or not patentable or copyrightable.
b.A Delivering Party means the party delivering any Confidential Information
under this Agreement.
c.A Receiving Party means the party receiving any Confidential Information
under this Agreement.
The term Confidential Information does not include material which: (a) is or becomes
generally available to the public other than as a result of disclosure by the Receiving Party;
(b)was available to the Receiving Party on a non-confidential basis prior to its disclosure;
(c)becomes available to the Receiving Party on a non-confidential basis from a person or
entity not bound by a confidentiality agreement with the Disclosing Party or is not otherwise
prohibited from transmitting the Confidential Information to the Receiving Party; or (d) is
independently developed by the Receiving Party by a person or persons having no contact
with the Confidential Information.
2.Standard of Care.All Confidential Information shall be held in strict confidence by the
Receiving Party and shall not be used by the Receiving Party for its benefit, or for the benefit
of any other person, or for any purpose other than is strictly necessary for the purpose of
performing services for the Disclosing Party.The Receiving Party shall have a duty and
obligation to hold all Confidential Information in confidence strictly for, and on behalf of the
Disclosing Party, and the Receiving Party shall take all reasonable precautions to protect
Disclosing Party’s Confidential Information to the same extent it protects its own similar
confidential and proprietary information and materials which it does not wish to disclose to the
public.The Receiving Party further agrees that this Agreement shall apply to and bind not only
to it, but also all of its officers, directors, affiliates, employees, assigns and successors and
Third Parties (as defined below).
3.Employee Disclosure.The Confidential Information shall only be disclosed by the Receiving
Party to its employees on a need to know basis, and then only to the extent necessary for the
purpose of enabling such employees to perform their assigned tasks. The Receiving Party
shall inform any such employees of the confidential nature of such.
4.Third Party Disclosure.The Receiving Party shall not disclose Confidential Information to
any third party, agent, representative or subcontractor (a Third Party) without the Disclosing
Party’s written approval and shall obtain express written consent by such Third Party
acknowledging that they are bound by the terms of this Agreement; provided, however, when
the Receiving Party is Legacy Digital Media, then Legacy Digital Media may disclose the
Company’s Confidential Information to its Third Party contractors having a need to know in
order to perform services for Legacy Digital Media provided that such Third Party contractor
have signed Legacy Digital Media standard professional services agreement or such other
agreement that contains a non-disclosure provision whereby such Third Party contract will not
to disclose Legacy Digital Media confidential information (including other party’s confidential
information provided to the Legacy Digital Media such as the Company’s Confidential
Information).The Receiving Party will be responsible for any breach of this Agreement by a
Third Party.
5.Legal Disclosure.f the Receiving Party is requested pursuant to, or as required by,
applicable law, regulation or legal process to disclose any of the Confidential Information, the
Receiving Party will notify the Disclosing Party promptly so that the Disclosing Party may seek
a protective order or other appropriate remedy, or, in the Disclosing Party’s sole discretion,
waive compliance with the terms of this Agreement.In the event that no such protective order
or other remedy is obtained, or that the Disclosing Party waives compliance with the terms of
this Agreement, the Receiving Party will furnish only that portion of the Confidential
Information which it is advised in writing by counsel is legally required and will use its best
efforts to obtain reliable assurance that confidential treatment will be accorded the
Confidential Information.
6.Return or Destruction of Confidential Information.Upon the request of the Disclosing Party
(which request may be made at any time upon reasonable notice), the Receiving Party will
promptly destroy (or, if stored electronically, purge) or deliver to the Disclosing Party (at the
Receiving Party’s expense) all copies of written Confidential Information (except for that
portion of the Confidential Information that may be found in analysis, compilation, or other
documents prepared by the Receiving Party or a Third Party) in the Receiving Party’s or a
Third Party’s possession.That portion of the Confidential Information that may be found in
analysis, compilations and other documents prepared by the Receiving Party or a Third Party
will continue to be subject to the terms of this Agreement or shall be destroyed (or, if stored
electronically, purged).The destruction or purging of Confidential Information pursuant to this
paragraph shall be certified in writing by an authorized officer supervising such destruction or
purging.
7.Ownership.All Confidential Information shall remain the property of the Disclosing
Party.Disclosure of the Confidential Information shall not be construed as granting the
Receiving Party any right, title or interest of any kind in any Confidential Information.
8.Trading of Securities.The Company acknowledges that it is aware, and agrees that it will
advise any Third Party who is apprised of any Confidential Information, that the United States
securities laws prohibit any person who has material, non-public information concerning a
publicly traded corporation (Legacy Digital Media, Inc., is traded by means of the stock of
Legacy Digital Media, Inc.): (a)from purchasing or selling securities of such corporation; or
(b)from communicating such information to any other person under circumstances in which it
is reasonably foreseeable that such other person is likely to purchase or sell securities of
such corporation.
9.Injunctive Relief.The Receiving Party acknowledges that remedies at law may be
inadequate to protect the Disclosing Party against any actual or threatened breach of this
Agreement by the Receiving Party or Third Parties and, without prejudice to any other rights
and remedies otherwise available to the Disclosing Party, the Receiving Party agrees to the
granting of specific performance of this Agreements terms and immediate injunctive relief in
the Disclosing Party’s favor without proof of actual damages. Nothing herein shall prohibit the
Disclosing Party from pursuing any other remedies available to it for breach or threatened
breach, including, without limitation, the recovery of damages from the Receiving Party. In
the event of litigation relating to this Agreement, if a court of competent jurisdiction determines
in a final, non-appealable order that this Agreement has been breached by the Receiving
Party or Third Parties, then the Receiving Party will reimburse the Disclosing Party for its
costs and expenses (including, without limitation, legal fees, costs and expenses) incurred in
connection with all such litigation. Due to the vital importance of the Confidential Information
to the Disclosing Party, the Receiving Party agrees that the Disclosing Party is entitled to
enforce this Agreement by instituting and maintaining any appropriate proceeding or
proceedings including, but not limited to, an action to enjoin and restrain the unauthorized
disclosure of the Confidential Information.
10.Governing Laws.This Agreement shall be governed by the internal laws of the State of
New Jersey without regard to principles of conflicts of laws.
11.Entire Agreement.This Agreement contains the entire agreement between the Company
and Legacy Digital Media concerning the confidentiality of the Confidential Information, and
no modifications of this Agreement or waiver of the terms and conditions hereof will be
binding upon the Company or Legacy Digital Media unless approved in writing by each of
them. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or affecting the validity or enforceability of
such provision in any other jurisdiction. In this Agreement, headings of sections are for
convenience of reference only, and are not of substantive effect. Each party agrees that no
failure or delay by the other in exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power or privilege hereunder.
12. Parties Bound.This Agreement shall be binding upon and inure to the benefit of each party
hereto and their respective successors and assigns.
13.Counterparts. This Agreement may be executed in two or more counterparts, and which
shall be deemed an original, and all of which together shall constitute one and the same
instrument, notwithstanding that all parties are not a signatory to the original or the same
counterpart.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of 24th Nov”09
Yogendra Vaghela
Exhibit A
Program Description and Pricing
Technical Support Process Supporting Desktop’s &Portable’s:
Provide Warranties
100% Quality Assurance
Provide Technical Support
Provide Customer Service Number
Certified Technician’s to Support
Monthly access fee:
One time registration fee: