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Exhibit 10.12
CONFIDENTIAL AGREEMENT
THIS AGREEMENT is made and entered into by Vehicle Enhancement Systems,
Inc. having its principal place of business at 1439-10 Dave Lyle Blvd., Rock
Hill, South Carolina 29731-0880 (hereinafter "VES"), and Intellon Corporation
having its principal place of business at 5100 W. Silver Springs Blvd., Ocala,
Florida 34482 (hereinafter "INTELLON").
WHEREAS, VEX has research and development facilities and experienced
personnel which enable it to conduct research and development activities in
areas of pneumatics, electronics, electrical and systems for areas such as but
not limited to the trucking and transportation industries and is in the
possession of valuable confidential or proprietary information; and
WHEREAS, INTELLON has research and developments facilities, products,
marketing facilities and experienced personnel to manufacture, electronic
component systems; and is in possession of valuable confidential or proprietary
information; and
WHEREAS, each party wishes to disclose to the other party such
valuable, confidential or proprietary information in order to evaluate a
mutually beneficial business arrangement pertaining to but not limited to:
Spread Spectrum RS 485 Power Line Transceiver Integrated Circuit Applications
Specifically for SAE 11708/1587 (SSC PL 485 PL Transceiver IC) and SAE J1939
CAN; and
WHEREAS, the parties wish to have an open discussion with the assurance
that the information exchanged by the parties and the discussion themselves will
remain confidential:
NOW THEREFORE the parties agree as follows:
1. Confidential/Proprietary Information is defined as any and all
engineering, performance, volume and other technical and/or financial
information disclosed verbally, written, electronically or by any other medium,
that has been created, discovered, or developed by or for the Disclosing Party,
disclosed by one party or its parent company to the other party or its parent
company.
2. Confidential/Proprietary Information may include inventions, trade
secrets, copyrights, know-how, designs, software codes, and other information
relating to the development of new technologies or enhancement of existing
technologies, that are known to the Disclosing Party and not generally known to
the Receiving Party.
3. The Receiving party agrees, for the term of this agreement, ten (10)
years, to use the same standard care that it uses with respect to its own
information of like nature, but not less than reasonable standard of care, in
order to prevent disclosure to third parties of Confidential Information
received from the other party.
4. Each Recipient agrees to use his best effort to keep the Discloser's
Confidential Information secret and confidential, agrees to disclose it only to
those of Recipient's employees, agents or consultants who have a specific need
to know and who agree to be bound by the terms
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of this Agreement, nor use it for its own benefit or the benefit of others,
except as authorized in writing by the Discloser. Each party agrees that its
disclosure of Proprietary or Confidential Information to its employees or
authorized consultants who have such a need to know shall be limited to only so
much of such Confidential or Proprietary Information as is necessary for that
employee or authorized consultant to perform his functions. Each Recipient shall
treat such Confidential or Proprietary Information in the same manner as it
treats like information of its own which is does not wish to disclose to the
public.
5. The Confidential Information Agreement shall not apply to any
Confidential Information disclosed hereunder which:
(a) was known or used by the Receiving Party prior to its date of
disclosure to the Receiving Party, as evidenced by the prior
written records of the Receiving Party; or
(b) was shown by the Receiving Party's written records to have
been independently developed by the Receiving Party's
personnel acting without knowledge of the Proprietary
information; or
(c) either before or after the date of this disclosure to the
Receiving Party is lawfully disclosed to the Receiving Party
by an independent, unaffiliated third party rightfully in
possession of the Confidential Information; or
(d) either before or after the date of the disclosure of the
Receiving Party becomes published or generally known to the
public through no fault or omission on the part of the
Receiving Party or its Affiliates and under no obligation of
confidentiality; or
(e) is required to be disclosed by the Receiving Party to comply
with applicable laws, to defend or prosecute litigation or to
comply with governmental regulations, provided that the
Receiving Party provides prior written notice of such
disclosure to the other Party and takes reasonable and lawful
actions to avoid and/or minimize the degree of such
disclosure.
6. All materials transmitted from one party to the other, including
materials containing Confidential Information, will remain the property of the
transmitting. Any such materials will not be copied or reproduced without the
express written permission of the transmitting party, except for such copies as
may reasonably be required for internal evaluation by the Receiving party. The
Receiving party agrees to return to the Disclosing party upon written request to
be submitted at any time up to and including within thirty (30) days after the
expiration of this Agreement, any and all Confidential Information received from
the Disclosing party, together with all copies thereof.
7. The undersigned will not make, have made or sell, for its own
purpose or for anyone else, any apparatus using any of the subject information
less specifically authorized by the Disclosing party.
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8. Nothing herein shall be deemed to constitute either Party as the
agent or representative of the other Party. No license, no title, copyright r
ownership, express or implied, in or to the Confidential Information or other
proprietary information is herewith granted to either party.
9. Any disputes relating to this Agreement, its breach, termination, or
validity shall be governed by the laws of the state of North Carolina.
10. This Agreement expresses the entire understanding between the
parties and supersedes any previous oral or written agreement. Its terms may not
be changed, modified or amended except by an instrument in writing signed by all
parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representative.
VEHICLE ENHANCEMENT SYSTEM, INC.
1439-10 Dave Lyle Boulevard
Rock Hill, South Carolina 29731-0880
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A.C. Leseky, President Date
INTELLON CORPORATION
5100 W. Silver Springs Boulevard
Ocala, Florida 34432
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Jim Dykes, COO Date
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