Confidential Information

We operate on any material received from you and your company as if it was subject to our standard non-disclosure agreement (which, if you prefer, can be completely executed prior to starting any work):

Whereas, DISCLOSER and ITI have entered or are contemplating entering into a business relationship, DISCLOSER agrees to disclose certain Proprietary Information relating to the affairs of its business to ITI. ITI hereby agrees to hold such information received from DISCLOSER confidential pursuant to the terms of this Agreement.

"Proprietary Information" includes, without limitation, non-public financial information, market research, information related to released, unreleased or planned software or hardware products, customer information, manufacturing information and other information. "Proprietary Information" may also include information that DISCLOSER has received from others and is obligated to treat as confidential. Proprietary Information may be disclosed in writing, electronically, orally or by other means.

"Proprietary Materials" includes, without limitation, all tangible materials containing Proprietary Information and shall include but not be limited to any financial statements, product descriptions, drawings, photographs, transparencies, blueprints, computer programs, data, manuals, technical specifications, parts lists, vendor lists, customer lists, and any other materials disclosed to ITI by DISCLOSER in written, electronic or any other form and marked "Confidential" or "Proprietary".

It is understood that ITI shall have no obligation with respect to any information that (i) is already known by ITI prior to disclosure by DISCLOSER, (ii) is public knowledge prior to the date of this Agreement, (iii) becomes public knowledge after the date of this Agreement through no breach of any obligation of this Agreement by ITI, (iv) becomes known to ITI from a source other than DISCLOSER and through no breach of any obligation of this Agreement by ITI or (v) is independently developed by ITI. This Agreement shall expire three (3) years from its date of execution.

All Proprietary Information and Proprietary Materials are and shall remain the property of DISCLOSER. By disclosing information to ITI, DISCLOSER does not grant any right or license to ITI to or under DISCLOSER’s patents, copyrights, trademarks, trade secret or other intellectual property rights.

ITI agrees that all Proprietary Information and Proprietary Materials shall be held in confidence and further agrees that it shall only be used for the contemplated business purpose and further agrees that it shall not be used for any other purpose.

At the conclusion of discussions or upon demand by DISCLOSER, ITI shall promptly return all Proprietary Materials, including written notes, photographs, memoranda, and copies thereof, to DISCLOSER. No copies in any form whatsoever will be made or retained of any Proprietary Materials supplied by DISCLOSER.

ITI shall not disclose any DISCLOSER Proprietary Information or Proprietary Materials to any third party, except with the prior written consent of DISCLOSER. ITI shall take reasonable precautions to maintain the confidentiality of the Proprietary Information and may disclose such information to ITI’s employees or consultants on a need-to-know basis after their execution of this Agreement, an employee confidentiality agreement or a third party confidentiality agreement of comparable scope.

This Agreement shall be governed by the Laws of the Washington, and the parties hereto consent to the jurisdiction of the state and federal courts sitting in the State of Washington with regard to any matter arising from or relating to this Agreement.

In the event that any provision of this Agreement shall be held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make its application valid and enforceable and the remainder of the Agreement shall not be affected thereby.

In the event that either party employs attorneys to enforce any rights arising out of or relating to the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees.