Exhibit 2024
`Bradium Technologies LLC - patent owner
`Microsoft Corporation - petitioner
`IPR2016-00449
`1
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`MUTUAL NONDISCLOSURE AGREEMENT
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`2. The parties hereby agree that any Confiden.t.ial Irtfonnation disclosed by either party (including its
`shareholders, directors, representatives, advisers, "employees or agents) to the other party during
`the term of this Agreernent:
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`2.1.
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`2.2.
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`_.
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`2.3 .
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`2.4.
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`2.5.
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`2.6.
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`is confidential to the Disclosing Party;
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`may not be disclosed by the Recipient to any other person, firm, sub-contractor or
`company including any Affiliated Company as defined hereunder, except
`to those
`Affiliated Companies, shareholders, directors, representatives, advisers, employees or
`agents of the Recipient who need to receive, or be aware of, such infonnation for the
`purpose of the discussions, negotiations, agreements or other communications relating to
`the Project and whom the Recipient shall ensure are bound to Confidentiality to the same
`extent as if they were parties to this Agreement. The Recipient shall remain jointly and
`severally liable for any disclosure by one of its Affiliated Companies shareholders,
`directors, representatives, advisors, employees or agents which is not in accordance with
`this Agreement. For the purposes of this Agreement, the term “Affiliated Company” shall
`mean corporation or business entity directly or indirectly owning or controlling the
`Recipient, or under the same direct or indirect ownership or control as the Recipient, or
`directly or indirectlylowned or controlled by the Recipient.
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`shall be treated by the Recipient with the same standard of care as it accords to its own
`Confidential Information of the kind, but not less than a reasonable degree of care;
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`may not be copies or reproduced by the Recipient Without the Disclosing Party’s prior
`written consent;
`‘
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`may not be used for any purpose whatsoever "other than the discussions, negotiations,‘
`agreements and other communications relating to the Project;
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`shall in the event that the discussions, negotiations, agreements or other communications
`relating to the Project do not lead to a formal arrangement between the parties remain
`confidential for all purposes and shall not be disclosed by the Recipient to any other
`person, finn or company without the prior written consent of the Disclosing Party. In such
`event,
`the Recipient shall return all material,
`including software and documentation
`provided by the Disclosing Party, including copies thereof, within thirty (30) days of
`terminating all negotiations and discussions.
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`CONFIDENTIAL
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`2
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`MUTUAL NONIJISCLOSURE AGREEMENT
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`Clause 2 of this Agreement shall not apply -Wll-"':1'f: the Confidential lnfonnation disclosed is:
`
`3.1.
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`in the possession of the Recipient at the date -of receipt from the Disclosing Party; or
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`3.2.
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`public knowledge or (otherwise than by reason of any breach by the Recipient) becomes
`public knowledge; or
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`3.3.
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`_ obtained by the Recipient from another person in good. faith without breach of a
`confidentiality obligation owed to the Disclosing Party; or
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`'
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`3.4.
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`3.5.
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`3.6.
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`independently acquired or developed by the Recipient as a result of work carried out by
`an employee or contractor to whom no disclosure of the relevant Confidential Information
`has been made; or
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`is required to be disclosed by order of a court or of an administrative or regulatory body,
`provided that the Disclosing Party is given prompt written notice of such requirement and
`the scope of such disclosure is limited to the extent possible, as set forth in clause 4 of this
`Agreement.
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`If a particular portion or aspect of Confidential Information becomes subject to any of the
`foregoing exceptions, all other portions or aspects of such information shall remain
`subject to all of the provisions of this Agreement.
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`4.
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`In case the Recipient is legally compelled to divulge any Confidential Information, the Recipient
`will give the Disclosing Party prompt notice sufficient to allow the Disclosing Party to seek a
`protective order or any other appropriate judicial remedy. In the event that such protective order
`or other udicial remedy is either not sought or not obtained by the Disclosing Party, the Recipient
`shall furnish only that part of the Confidential infonnation which, pursuant to the written advice
`conveyed in an attorney’s opinion, is legally demanded and the Recipient shall use its best efforts
`in order to obtain a trustworthy guarantee which states that confidential treatment shall be granted
`to the Confidential Information.
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`5. No party shall attempt to reverse engineer, modify, decompile, create other works from, or
`disassemble any software programs contained. in any part or all of the other party’s Confidential
`Infonnation without the prior written consent of the Disclosing Party.
`
`6. Unless expressly stated in writing, this Agreement shall not be construed as granting a license or
`any rights in respect of any intellectual p:-;'ope:.-'ty right in force and belonging to the Disclosing
`Party except the limited right
`to use such Confielential
`Information in accordance with.
`this
`Agreement.
`
`
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`Page 3 0.’ -3
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`3
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`MUTUAL NONDISCLOSURE AGREEMENT
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`7. The Confidential Information disclosed under this Agreement is delivered “AS IS", and the
`Disclosing Party will, to the best of its capacity, provide Confidential Information that is correct
`and reliable. The Disclosing Party, however, does not make any representation nor warranty,
`express or implied, as to the accuracy or completeness of its Confidential Information. The
`Recipient agrees that it must make its own assessment of the Disclosing Party’s Confidential
`Information and satisfy itself as to the accuracy and completeness of that Confidential
`Information. In no event shall be the Disclosing Party or any of its representatives be liable for
`any damages of any kind (including, but not
`limited to,
`indirect,
`special,
`incidental,
`consequential and punitive damages and lost profits) arising out of the Recipient’s use or
`evaluation of the Disclosing Party’s Confidential Information.
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`8. Each party acknowledges that Confidential Information exchange will be for the sole purpose of
`evaluation and/or tests and shall not be used to adversely affect or compete with the business,
`services, products and corporate practices of either party.
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`9. Neither party may use the name of the other in connection with any advertising or publicity
`materials or activities without the prior written consent of the other party.
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`10. The Parties’ obligations under this Agreement shall commence on the date of signature thereof
`and shall
`terminate when the project
`is completed or 30 days upon the receipt of ofiicial
`correspondence from either party.
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`11. At the written request of the Disclosing Party, the Recipient agrees to promptly return to the
`Disclosing Party all Confidential Information requested or to destroy, at the Disclosing Party’s
`option, all tangible materials that disclose or embody Confidential Information.
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`12. The Recipient acknowledges and agrees that any breach by it of any of the terms of this
`Agreement may result in irreparable and continuing damage to the Disclosing Party for which
`there may or will be no adequate remedy at law, and that in the event of such breach,
`the
`Disclosing Party shall be entitled to apply for injunctive relief, monetary damages and such other
`and further relief as may be appropriate
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`13. This Agreement contains the sole and entire agreement between the Parties related to the
`disclosure of Confidential Information that is the subject of this Agreement.
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`Page 4 of 6
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`MUTUAL NONDISC LOSURE AGREEMENT
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`14.
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`15.
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`No waiver or modification of this Agreement will be binding upon either party unless made in
`writing and signed by a duly authorized representative of each party andno failure or delay in
`enforcing any right will be deemed a waiver.
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`Neither party may assign this Agreement, or its limited rights or obligations hereunder, to any
`third party without the prior written consent of the other party. The Parties hereby agree that
`changes in the corporate control of either of the Parties shall be considered a breach of this
`Agreement unless three (3) months prior notice of any proposed change in control has been given
`by the party proposing the change to the other party and that other party has given its written
`consent to the proposed change.
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`16.
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`The Parties understand that nothing herein requires either party to proceed with any proposed
`transaction or relationship in connection with which Confidential Information is disclosed.
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`17.
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`In the event that any of the provisions of this Agreement shall be held by a court or other tribunal
`of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full
`force and efiect.
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`18.
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`The Agreement shall be deemed to be an agreement made in Singapore and shall be subject to,
`governed by and interpreted in accordance with the laws of the Republic of Singapore for every
`purpose and the Parties agree to submit to the jurisdiction of the Singapore Courts of Law.
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`19.
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`The Parties shall keep the existence, nature and content of this Agreement confidential, together
`with the fact that discussions are taking place between the Parties.
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`This Agreement does not create any right under the Contracts (Rights of Third Parties) Act,
`which is enforceable by any person who is not a party to it.
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`5
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`MUTUAL NONDISCLOSURE AGREEMENT
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`Executed as an agreement in Singapore. Signed in duplicate, with each party having received one
`original.
`
`[1]
`
`Name
`NRICETESSPOTI N0.
`Designation
`Company
`Date
`
`[2]
`
`Name
`NRIC/Passport No.
`Designation
`Company
`Date
`
`[3]
`
`Name
`NRICfPassport No.
`Designation
`Company
`Date
`
`:
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`Tan Kee Yong
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`.
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`Chief Executive
`Singapore Land Authority
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`..
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`(Signature)
`__
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`(Company Stamp)
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`Lee Hon Chuan
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`General Manager
`Intergraph Systems Singapore Pte Ltd
`..
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`.
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`Isaac Lev-anon
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`Chief Executive Officer
`FlyOver Technologies Israel, Ltd.
`.
`.
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`(Date)
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`(Company Stamp)
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`[am]
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`Page aura
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