HALO Electronics, Inc. Proprietary Products
NON DISCLOSURE AGREEMENT
This Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc.
(“HALO”), located at 2880 Lakeside Drive, Suite #116, Santa Clara, CA 95054, USA and the party
named below and its subsidiaries and affiliates:
__________________________________________________________________(“RECIPIENT”) located at
_________________________________________________________________________________________.
1. CONFIDENTIAL INFORMATION.
HALO Agrees to transmit to RECIPIENT confidential
information for evaluation purposes only. Confidential information is defined as information of any
kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and
which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the
confidential information disclosed to the following subject matter if requested by recipient:
Information regarding HALO proprietary magnetics, semiconductors, and/or modular devices,
including, but not limited to the details of overall circuitry, physical dimensions, construction
philosophy, and cost.
2. PERIOD OF CONFIDENTIALITY.
RECIPIENT agrees that for a period of five (5) years from
the effective date of this Agreement, RECIPIENT will not disseminate the confidential information
except to it’s employees who will be directly involved in the evaluation of the information, and
furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care)
to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to
confidential information of its own.
3. NON-CONFIDENTIAL INFORMATION.
RECIPIENT shall have no obligation with respect to
disclosure and use of information to the extent such information:
A. is or becomes generally available to the public other than as a consequence of a breach of
an obligation of confidentiality to HALO; or
B. is made public by HALO; or
C. is independently developed by RECIPIENT; or
D. is received from a third party independent of HALO without breaching an obligation of
confidentiality; or
E. is required to be disclosed by the operation of law.
HALO NDA
11/2013
HALO Electronics, Inc. Confidential and Proprietary
Page 1 of 2
4. OWNERSHIP OF INFORMATION.
All information furnished to RECIPIENT by HALO shall, unless
otherwise specified in writing by HALO, remain the property of HALO; and the written information,
and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by
RECIPIENT at HALO’s option.
5. NO LICENSE OR PATENT RIGHTS.
Nothing contained in this Agreement shall be construed
as granting any license or right to RECIPIENT by HALO under any patent of the United States or a
foreign country or otherwise (except for the evaluation purposes indicated above).
6. REMEDIES.
RECIPIENT recognizes that the remedy at law for any breach of its obligation under
this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to
equitable remedies, including injunction, in the event of breach by RECIPIENT.
7. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws (excluding the laws of conflict of laws) of the State of California.
EFFECTIVE DATE: __________________, 20__
HALO Electronics, Inc.
By:_______________________________________
(Authorized Signature)
Name (Printed):____________________________
Title:______________________________________
Date:_____________________________________
Address for formal notices:
HALO Electronics, Inc.
2880 Lakeside Drive, Suite 116
Santa Clara, CA 95054
RECIPIENT (Company):_______________________
By:_________________________________________
(Authorized Signature)
Name (Printed):______________________________
Title:_______________________________________
Date:_______________________________________
Address for formal notices:
____________________________________________
(Company Name)
____________________________________________
(Street Address)
____________________________________________
(City, State, Zip Code)
HALO NDA
3/2016
HALO Electronics, Inc. Confidential and Proprietary
Page 2 of 2
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