RECIPROCAL NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT
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`This Reciprocal Non-Disclosure & Confidentiality Agreement ("Agreement") is entered into this 6th day of
`April, 1994, by and between ROY-G-BIV Corporation ("RGB"), a corporation organized and existing under
`the laws of the State of Washington and having a principal place of business at Kirkland, Washington, and
`Compumotor, a division of Parker Hannifin Corporation. ("Compumotor"), a corporation organized and
`existing under the laws of the State of Ohio and having a principal place of business at Cleveland, Ohio.
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`RECITALS
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`The parties contemplate collaborating in the development of a standard wosa api/spi software interface and
`wosa api/spi software layer for use in the motion control industry. The success of this collaborative effort
`will depend in large part upon the ideas and details of both the collaboration and the wosa api/spi remaining
`strictly confidential until the wosa api/spi is ready to market. However, it will also depend upon free and
`open disclosure by and between the parties to this agreement, Consequently, the intent of this agreement is
`to enable both parties to disclose confidential matters without fear that the information will ever be
`disclosed to third parties without their permission or used in competition against them.
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`Accordingly, in exchange for their mutual covenants below, the parties agree as follows:
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`1. Protection of Confidential Information
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`a. Confidentiality. Each party acknowledges that it will receive confidential information and trade secrets
`("Confidential Information") from the other party in the course of developing the wosa api/spi or
`negotiating further agreements between the parties. The Confidential Information shall be deemed to
`include all the information one party receives directly or indirectly from the other, except anything
`specifically designated in writing as not confidential. "Confidential Information" shall also include the
`terms and fact of this Agreement, but shall not include any information which is publicly available at the
`time of disclosure, or subsequently becomes publicly available through no fault of the recipient party, or is
`rightfully developed (as evidenced by pre-existing documents) by the recipient party prior to disclosure by
`the disclosing party, or acquired by the recipient party from a third party who is not in breach of an
`agreement to keep such information confidential.
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`Each party agrees to maintain the secrecy of the other party’s Confidential Information and agrees not to use
`it and not to disclose it to anyone outside the parties’ firms, or even anyone within the parties’ fLrm who does
`not have a need to know it to perform under this Agreement. The parties may use the other party’s
`Confidential Information but only for both parties mutual benefit and only until negotiations fail as
`mentioned in paragraph "d" below and not thereafter.
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`b. Nondisclosure Agreements. Each party hereby assigns and transfers to the other the right (but not the
`obligation) to prevent unauthorized disclosures concerning the wosa api/spi (or the parties’ collaborative
`effort to develop it) by past or present agents or employees of, or consultants to, the other party or any other
`persons or entities to whom the other party has or shall have communicated Confidential Information
`relating to the platform. Each party agrees to avoid and prevent, and to take such action as the other party
`may reasonably request to prevent, any and all disclosures of any Confidential Information relating to the
`System which have not been specifically authorized in writing.
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`c. Subsequent Agreements. The parties anticipate negotiating and entering into other agreements related to
`the subject of the wosa api/spi. All information disclosed during such negotiations and the fact and terms of
`such agreements shall also be deemed to constitute Confidential Information under this Agreement, and
`shall not be disclosed by the receiving party without the written permission of the disclosing party.
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`EXHIBIT
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`CONFIDENTIAL
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`d. Failure of Negotiations and Collaboration Project. If the parties fail to reach a final agreement
`concerning the development of the wosa api/spi and related matters, they shall nevertheless continue to be
`bound by the terms of this Agreement, and may not use or disclose any Confidential Information (as def’med
`above) which they acquired during the course of the parties’ negotiations and collaboration for any purpose,
`even for their own benefit.
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`2. Injunctive Relief
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`It is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach and
`that any such breach will cause great and irreparable injury and damage. Accordingly, both parties agree
`that the non-breaching party shall be entitled, without waiving any additional rights or remedies otherwise
`available at law or in equity or by statute, to injunctive and other equitable relief in the event era breach or
`intended or threatened breach.
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`3. Miscellaneous
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`a. Governing Law. This Agreement will be governed and construed in accordance with the laws of the
`State of Washington without regard to the conflicts of laws or principles thereof. Any suit for injunctive
`relief brought hereon shall be brought in the state or federal courts sitting in Washington or California, at
`the plaintiffs election. All other disputes shall be resolved by arbitration pursuant to AAA rules.
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`b. Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to
`be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not
`affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s)
`had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated
`only to the extent necessary to remove the invalidity, illegality or unenforceability.
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`c. Waiver. No waiver by either party of any right to sue for any breach by the other party of any of the
`provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same
`or any other provisions hereof. No such waiver of any kind shall be effective unless in writing and then
`only to the extent expressly set forth in writing.
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`d. Attomeys Fees. The prevailing party in any action under this agreement shall be entitled to recover as
`additional relief any reasonable attorneys fees, costs and interests incurred due to the breach of the other
`party.
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`e. Term of Agreement. This agreement shall expire on April 6, 1996.
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`CONFIDENTIAL
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`CONFIDENTIAL
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