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3. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license
or otherwise in any Proprietary Information disclosed. All Proprietary Information furnished hereunder
shall, unless otherwise specified in writing, remain the property of the Disclosing Party.
4. The Proprietary Information is disclosed "AS-IS." Nothing contained in this Agreement or in any
Proprietary Information shall constitute any express or implied warranty of any kind, including without
limitation any warranty of merchantability, fitness for a particular purpose or noninfringement of any
patent, copyright or other third party intellectual property right.
5. This Agreement shall apply to discussions and exchanges of information referred to herein occurring
within one (1) year from the date of this Agreement, and its restrictions on use and disclosure of
Proprietary Information shall continue until the earlier of (a) the date the parties enter into a further
agreement pursuant to the discussions contemplated herein, or (b) the fifth anniversary of the date of
this Agreement.
6. The parties recognize and agree that breach of this Agreement will cause irrevocable harm to the
Disclosing Party that is inadequately compensable in damages and that the Disclosing Party is entitled
to injunctive relief for such breach, in addition to any other rights and remedies it may have at law or in
equity.
7. This Agreement shall not limit either Party's development or marketing of products or systems
involving technology or ideas of the same or similar nature to that disclosed, nor does this Agreement
prevent either Party from undertaking the same or similar efforts or discussions with third parties,
provided that the obligations hereunder are respected and not violated.
8. This Agreement may be executed in counterparts. Signatures provided by facsimile or other electronic
means are deemed equivalent to original signatures for the purposes of this Agreement.
9. This Agreement may not be amended except in writing signed by both parties hereto. No failure or
delay of a party in exercising any right hereunder or any partial exercise thereof shall operate as a
waiver thereof or preclude any other or further exercise of any right hereunder. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provisions of this agreement, which shall remain in full force and effect.
10. This Agreement shall be governed, construed and enforced according to the laws of the Commonwealth
of Pennsylvania, without regard to the Commonwealths principles of conflicts of laws.
11. All Correspondence with respect to this Agreement shall be sent as follows:
To Thar:
To Company:
________________________________
________________________________
________________________________
________________________________
For Company:
Name:
Name:
Title:
Title: