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Prototype Non-Disclosure Agreement

1. "Confidential Information" as used in this Agreement shall mean any and all trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, hardware, schematics, and software source documents relating to the unreleased software and related documentation (the "Product(s)"), provided hereunder including but not limited to, Dreadnought, version 1.0.

2. Recipient will not, and hereby certifies that it will not, make use of, disseminate or in any way disclose Confidential Information except to the extent necessary for testing and related discussions and consultations with personnel or authorized representatives of Multi-Ad, and any other purpose Multi-Ad may hereafter authorize in writing. In particular, Recipient will maintain the existence, features and capabilities of the Product(s) as secret and confidential until the Product(s) is introduced for license to the general public or publicly announced by Multi-Ad.

3. Recipient will disclose Confidential Information only to those of its employees who need to know such information and who have previously agreed to be bound by the terms and conditions of this Agreement.

4. Recipient will treat the Confidential Information with the same degree of care as it accords to its own confidential information, but in no event less than reasonable care.

5. Recipient agrees not to reverse engineer, reverse compile or disassemble the Product(s).

6. Recipient's obligations under Paragraphs 2, 3 and 4 with respect to any portion of the Confidential Information shall terminate when Recipient can document that (a) it is or becomes generally available to the public through no fault or breach of Recipient; (b) it was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Multi-Ad; (c) it was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Multi-Ad or (d) it was communicated in response to a valid order by a court or other governmental body, was otherwise required by law or was necessary to establish the rights of either party under this Agreement.

7. Recipient agrees to provide feedback to Multi-Ad with respect to the evaluation and testing which describes problems encountered and use reactions as appropriate. Recipient will review all documentation supplied by Multi-Ad and will return it to Multi-Ad upon request annotated where appropriate to indicate vagueness, typographical errors and incorrect material.

8. Recipient acknowledges that the Product(s) is a pre-release version, does not represent final product from Multi-Ad, and may contain bugs, errors and other problems that could cause system failures. Consequently, the Product(s) is provided to Recipient "AS IS," and Multi-Ad disclaims any warranty or liability obligations to Recipient of any kind. Recipient acknowledges that Multi-Ad has not publicly announced the availability of the Product(s), that Multi-Ad has not promised or guaranteed to Recipient that such Product(s) will be announced or made available to anyone in the future, that Multi-Ad has no express or implied obligation to Recipient to announce or introduce the Product(s). Accordingly, Recipient acknowledges that any research or development that it performs regarding the Product(s) or any product associated with the Product(s) is done entirely at Recipient's own risk. Recipient acknowledges that MULTI-AD MAKES NO EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND FOR THE PRODUCT(S) INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY WITH REGARD TO PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL MULTI-AD BE LIABLE TO RECIPIENT FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF MULTI-AD OR ANY COMPANY SALES REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. RECIPIENT BEARS THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT(S).

9. All materials (including, without limitation, the Product(s) and any associated documents, drawings, models, apparatus, sketches, designs and lists) furnished to Recipient by Multi-Ad shall remain the property of Multi-Ad and shall be returned to it promptly at its request, together with any copies thereof. Upon receipt of a publicly released version of the Product(s), or a final version if there is no publicly released version, Recipient agrees to destroy all pre-release versions of the Product(s) received from Multi-Ad including all associated documentation and to abide by the terms of the End User License Agreement or such other agreement as may be negotiated between the parties. Notwithstanding anything in this Paragraph 9 to the contrary, if Recipient is located outside the United States of America, Recipient agrees that it will return or destroy all pre-release versions of the Product(s) if such date is earlier than for Multi-Ad's first commercial shipment of the publicly released Product(s).

10. Except as expressly set forth in Paragraph 2 hereof, Recipient acquires no licenses under any intellectual property rights of Multi-Ad under this Agreement.

11. Recipient will not export, directly or indirectly, any technical data acquired from Multi-Ad pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval. If Recipient is located outside the United States of America, Recipient hereby certifies that it shall not transfer or export any product, process or services that is or are the direct product of the pre-release version of the Product(s).

12. Recipient agrees and certifies that the Product(s) will not be rented, leased, sold, sub licensed, assigned or otherwise transferred. Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of Multi-Ad.

13. Multi-Ad will have the right to terminate this Agreement (a) immediately if Recipient fails to comply with any term of this Agreement or (b) on 15 days prior notice. Recipient agrees that upon any such termination (a) it will promptly return or destroy the Product(s) and related documentation together with all copies or modifications in any form, and (b) Recipient's obligations under Paragraphs 2, 3 and 4 with respect to the Confidential Information shall continue unless and until terminated pursuant to Paragraph 6.

14. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Illinois, as such laws are applied to agreements entered into and to be performed entirely within Illinois between Illinois residents.

15. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.

I hereby certify that I will adhere to the aforementioned agreement:



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