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EXHIBIT NO. 6.15
CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT BETWEEN
SATAMA UA INC. AND ISYS NETWORKS, INC.
DATED MAY 12, 2000.
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CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is entered into by and between Satama USA Inc., a corporation
organized under the laws of the State of Texas, with offices at 1950 N. Stemmons
Freeway, Suite 2030, Dallas, TX 75207 ("EVALUATOR") and ISYS Networks, Inc. with
offices at 570 Lexington Avenue, 45th Floor, New York, NY 10022 ("ISYS").
WHEREAS, ISYS and EVALUATOR wish to discuss the possibility of forming
a business relationship or other commercial arrangement, and, in connection
therewith, ISYS wishes to establish the conditions pursuant to which information
may be disclosed by ISYS to EVALUATOR;
WHEREAS, the EVALUATOR has requested the opportunity to review the
technology of ISYS, and to have the opportunity to study and analyze ISYS's
technology and specific applications derived from ISYS's technology, including a
"lifestyle portal", and whereas ISYS has agreed to do so pursuant to the terms
and conditions set forth herein; and
WHEREAS, the parties recognize and acknowledge ISYS's absolute
ownership of and sole control and rights to, and over his proprietary
intellectual properties and technology assets as set forth in trademarks and
patents and/or pending patents and trademarks;
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration and intending to be legally bound, ISYS and
EVALUATOR agree as follows:
1. For purposes of this Agreement, "Confidential Information: shall mean
information that is disclosed by ISYS to EVALUATOR hereunder and is
either confidential or proprietary in nature to ISYS and (i) if
conveyed in written or other tangible form, designated as confidential
or proprietary by ISYS prominently marking it with a "confidential,"
"proprietary" for similar legend, or (ii) if disclosed in other than a
tangible form (i.e. orally), designated as confidential or proprietary
by ISYS prior to its disclosure and followed within fifteen (15) days
thereafter by a memorandum from ISYS summarizing the Confidential
Information in writing, marking it "Confidential" and delivering such
memorandum to EVALUATOR.
2. Confidential Information shall include any portion of analyses,
compilations, forecasts, studies or other documents prepared by ISYS,
its agents or representatives (including attorneys, accountants,
technicians and financial advisors) that is properly designated as
confidential or proprietary by ISYS in accordance with this Agreement.
3. This Agreement imposes no obligation upon EVALUATOR with respect to,
and Confidential Information (including Technology, as defined below)
shall not include, information or technology that: (i) was in
EVALUATOR's possession before receipt
Initials: ISYS: TT Evaluator: Ka
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from ISYS; (ii) is or becomes a matter of public knowledge through no
fault of EVALUATOR; (iii) is disclosed under operation of law, except
that EVALUATOR will disclose only such information as is legally
required and will use reasonable efforts to obtain confidential
treatment for any Confidential Information that is so disclosed; (iv)
is disclosed by EVALUATOR with ISYS's prior written approval; (v) is
rightfully received by EVALUATOR from a third party without a duty of
confidentiality; or (vi) is independently developed by EVALUATOR.
4. EVALUATOR agrees to treat as confidential, and to preserve the
confidentiality of, all Confidential Information disclosed by, or
obtained from, ISYS, and to restrict disclosure of the Confidential
Information only to its employees with a need to know (and advise such
employees of the obligations assumed herein). EVALUATOR shall not
disclose the Confidential Information to any other entity or person,
including affiliates of EVALUATOR, without the express prior written
consent of ISYS. EVALUATOR shall protect the Confidential Information
received hereunder from disclosure by using the same degree of care
that it uses to prevent the unauthorized disclosure of its own
confidential information of like nature.
5. It is contemplated that ISYS will be revealing Confidential Information
to EVALUATOR hereunder related to ISYS's proprietary interactive ISP
service technology (hereinafter referred to as "Technology"). The term
"Technology," as used in this Agreement, shall encompass all
technology, methods, underlying premises, theories, source codes,
computer programs, equipment, applications, capabilities and test
results related to the Technology.
6. The Technology is the sole possession of ISYS. The Technology that is
properly designated as confidential or proprietary by ISYS in
accordance with this Agreement shall be regarded as Confidential
Information. EVALUATOR may use the Technology only for the purpose of
evaluating the possibility of forming a business relationship or other
commercial arrangement with ISYS and, if and when such relationship or
arrangement is formed by a written agreement, furthering the purpose
and intent expressly stated in such written agreement. EVALUATOR may
not use, adapt, revise or develop the Technology without the prior
written permission of ISYS.
7. The Technology, and all equipment, if any, suppled by ISYS, shall
remain the express property of ISYS, and ISYS shall have the right to
request and obtain the immediate return of its property and the
Technology at any time. EVALUATOR shall make no attempt to tamper with
equipment provided by ISYS, nor use any form of reverse engineering,
nor any means of discovery, in order to determine the underlying source
codes and/or theories relating to the Technology. EVALUATOR shall have
no rights to file for a patent or copyright, or make any claims to
ownership, of the Technology.
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8. EVALUATOR shall have no rights whatsoever to purchase or receive any
stock from any employee, officer, Board Member or shareholder of ISYS,
and/or any entity or principal of any entity that owns shares in ISYS,
unless agreed to in writing by the Chief Executive Officer of ISYS.
9. ISYS agrees that EVALUATOR may currently or in the future acquire
information, either independently developed or legally received from
third parties, which may be similar to the Confidential Information.
Nothing in this Agreement will be construed as a representation that
EVALUATOR does not or will not have such independently developed or
legally received information. Nothing in this Agreement will be
construed as a representation or agreement to restrict assignment or
reassignment of EVALUATOR's employees, or in any manner to affect or
limit EVALUATOR'S present and future business activities of any nature,
including business activities which could be competitive with ISYS.
Nothing in this Agreement will be construed as a representation or
agreement that EVALUATOR will not develop or have developed for its
products, concepts, systems or techniques contemplated by or embodied
in the Confidential Information, provided that EVALUATOR does not
violate any of its obligations under this Agreement in connection with
such development
10. In the event of a breach of this Agreement, ISYS may seek immediate
injunctive relief.
11. This Agreement shall be construed under the laws of the State of New
York, USA, without giving effect to its conflicts of laws principles.
Should any portion of this Agreement be deemed to be unlawful, then the
remainder of this Agreement shall be deemed to be in full force as if
the unlawful portion had not been included in this Agreement.
12. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto, their heirs, successors and assigns.
13. This Agreement shall be binding for a period of twenty-four (24) months
from the date set forth below, and shall apply to any and all
transactions entertained by the parties hereto within such period,
including subsequent follow-up, repeat, extended, and renegotiated
transactions, as well as to the original transaction regardless of the
success of the project.
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14. This Agreement may be executed in counterparts and delivered by
facsimile transmission, each of which shall be deemed an original and
both of which together shall constitute one and the same document.
WHEREFORE, and in consideration of the mutual promises contained
herein, the parties have executed and delivered this Agreement as of the 12th
day of May, 2000.
EVALUATOR:
SATAMA USA, INC.
By: Ka
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Name:
Title:
INVENTOR:
ISYS NETWORKS, INC.
By: Terrence Tierney
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Name: Terrence Tierney
Title: President
