[LETTERHEAD OF NUR MACROPRINTERS]
CONFIDENTIALITY AGREEMENT
Confidentiality Agreement (hereinafter: the "Agreement"), dated as of, _______
entered between
Nur Macroprinters Ltd.
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of the first part;
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of the second part;
WHEREAS The parties are considering entering into a mutual
agreement and/or are negotiating such an agreement.
WHEREAS The parties wish to protect certain proprietary
Confidential information, as defined hereinafter which
shall be disclosed between them, against unauthorized
disclosure;
WHEREAS Each party (hereinafter; the "Recipient") agrees to
protect the confidential information disclosed to him by
the other party (hereinafter: the "Disclosing Party")
against unauthorized disclosure.
NOW THEREFORE, it has been declared, stipulated and agreed between the parties
as follows:
1. The preamble to the Agreement constitute an integral part thereof.
2. In this Agreement the term "Confidential Information" shall be
construed as all information, including but not limited to, plans,
drawings, technical specifications, computer software, patents or
other intellectual property rights, in tangible (paper, disk or
other) or non-tangible (oral) form relating to Nur machines, inks,
and substrats which shall be disclosed by the disclosing party to
the recipient, and excluding information that:
a. was in the Recipient's possession prior to its disclosure;
b. became a matter of public knowledge by way other than through the
Recipient;
c. was disclosed by operation of law;
d. the Disclosing party gave a prior written consent for its
disclosure;
e. is rightfully received by the Recipient from a third party without
a duty of confidentiality;
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f. is disclosed by the Discloser to a third party without a duty of
confidenti0ality on the third party;
g. is independently developed by the Recipient;
3. A Recipient shall protect the confidential information against
unauthorized disclosure using the same degree of care, as the
Recipient uses to protect its own confidential information of a like
nature.
4. The Recipient shall protect the Confidential Information against
unauthorized disclosure, and shall refrain from disclosing the
Confidential Information, from passing it to others and from allowing
others access to it.
5. The Recipient's obligation to protect the confidentiality of the
Confidential Information shall be unconditional, and shall be
maintained by him until waived by the disclosing party by way of a
prior written approval specifying the permitted scope of its
disclosure.
6. This Agreement shall only cover Confidential Information which shall be
disclosed during a one (1) year period, commencing from the _______ day
of ___________ 1998 (hereinafter: the "Effective Date").
7. Each Recipient's obligations regarding the Confidential Information
disclosed under this Agreement shall expire on ______ of ________
(up to five years after Effective Date).
8. Each party warrants that it has the right to make the disclosures under
this Agreement and all such disclosures are at the sole discretion
of the Discloser.
9. Neither party acquires any intellectual property rights under this
Agreement to purchase any service or item from the other party, or
to deal exclusively with the other party in any field; and neither
party has an obligation under this Agreement to offer for sale
products using or incorporating the Confidential Information. The
Discloser may, at its sole discretion, offer such products for sale
and may modify them or discontinue sale at any time.
10. The Disclosing Party shall not be entitled to any additional
consideration for his obligations under this Agreement and he shall
be bound by his obligations irrespective of any breach and or
cancellation of any other agreement entered between him and the
Recipient
11. Any failure or delay be any party to the Agreement to execute and/or
implement any of his rights set in the terms of the Agreement or by
law, shall not be construed as a waiver of those rights and the
party shall be entitled to execute and/or implement these rights at
any later date. The other party to the Agreement shall not claim a
delay or waiver of the said right.
12. The terms of the Agreement include in full, all that has been
stipulated and agreed between the parties regarding the Confidential
Information, and they supersede, unless otherwise stated in the
Agreement, any engagement, consent, presentation and obligation that
preceded the signing of the Agreement, whether made in writing or
verbally.
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13. Any amendment and/or cancellation of any of the instructions of the
Agreement shall be made in writing only, signed by both of the parties.
14. Any notice sent by one of the parties to the other by registered mail,
shall be deemed to have been received by the other party 72 hours
after having been sent as stated. The addresses for the parties for
the purposes of the Agreement are as detailed in the preamble to the
Agreement.
15. The Agreement shall be governed by and construed in accordance with
the laws of the state of Israel.
In witness whereof the parties have signed:
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