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This Mutual Non-Disclosure Agreement (the "Agreement") is made as of _________,20___ (the "Effective Date"), by and between InterWorking Labs, Inc., a California corporation that may be contacted at PO Box 66190, Scotts Valley, CA 95067 ("InterWorking") and ____________________________, a ____________ corporation with its principal place of business at _________________________________________ ("Participant").

InterWorking is in the business of  creating network emulation and protocol testing products to improve the quality and operation of apps and devices in mobile, cloud, and wide area networks and Participant is in the business specified in Exhibit A. In order to pursue the mutual business purpose specified in Exhibit A (the "Business Purpose"), Participant and InterWorking recognize that there is a need to disclose to one another certain confidential information of each party to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure.

In consideration of the other party's disclosure of such information, each party agrees as follows:

1. This Agreement will apply to all confidential and proprietary information disclosed by one party to the other party, including information listed in Exhibit A and other information which the disclosing party identifies in writing as confidential before or within thirty days after disclosure to the receiving party ("Confidential Information").

2. Each party agrees:

    (i) to hold the other party's Confidential Information in strict confidence,

    (ii) not to disclose such Confidential Information to any third parties, and

    (iii) not to use any Confidential Information for any purpose except for the Business Purpose. Each party may disclose the other party's Confidential Information to its responsible employees with a bona fide need to know, but only to the extent necessary to carry out the Business Purpose. Each party agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party. The standard of care to be exercised by the receiving party to meet the obligations set forth in this Section shall be the standard exercised by the receiving party with respect to its own proprietary information of a similar nature, but in no event less than reasonable due care.

3. Confidential Information will not include information which:

    (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public;

    (ii) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure;

    (iii) is hereafter rightfully furnished to the receiving party by a third party, without restriction as to use or disclosure;

    (iv) is information which the receiving party can document was independently developed by the receiving party;

    (v) is disclosed with the prior written consent of the disclosing party.

4. Upon the disclosing party's request, the receiving party will promptly return to the disclosing party all tangible items containing or consisting of the disclosing party's Confidential Information and all copies thereof.

5. Each party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights or licenses to the receiving party, by license or otherwise, to any of the disclosing party's Confidential Information except as specified in this Agreement.

6. Each party acknowledges that all of the disclosing party's Confidential Information is owned solely by the disclosing party (or its licensors and/or other vendors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

7. This Agreement will be construed, interpreted, and applied in accordance with the laws of the State of California (excluding its body of law controlling conflicts of laws). This Agreement and Exhibit A attached hereto are the complete and exclusive statement regarding the subject matter of this Agreement and supersede all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement.

8. This Agreement will remain in effect for five years from the date of the last disclosure of Confidential Information, at which time it will terminate.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives.

INTERWORKING LABS, INC.	           PARTICIPANT

By: ____________________________ By: ____________________________

Title: _________________________ Title: _________________________

Date: __________________________ Date: __________________________

EXHIBIT A

1. Business of Participant:

 

2. Business Purpose:

 

 

3. Confidential Information of InterWorking and Third Parties:

    a. 
    b. 
    c. 

4. Confidential Information of Participant: 

 

    a. 
    b. 
    c. 

 

 

INTERWORKING LABS, INC.	            PARTICIPANT

By: _____________________________ By: _____________________________

Title: __________________________ Title: __________________________

Date: ___________________________ Date: ___________________________


Updated 17 February 2012