14-MT80-GEN-002-E
Non-Disclosure Agreement
Revision
In order to protect certain Confidential Information (as defined below), Jabil Circuit, Inc.,
for itself and its subsidiaries and affiliates (“Jabil”), and (Kedar Phadnis
)for itself and its subsidiaries and affiliates (“Participant”) in this Non-Disclosure
Agreement (“Agreement”), individually referred to as a (“party”) and collectively referred
to as the (“parties”), agree that:
1. The Effective Date of this Non-Disclosure Agreement (“Agreement”) is
_ 29/7/2017 (“Effective Date”).
2. The parties disclosing Confidential Information (each, a “Discloser”) are (check
all that apply): ( X ) Jabil ( ) Participant.
3. The Confidential Information disclosed under this Agreement (“Confidential
Information”) is described generally as current and future product information,
and financial and other business information including, but not limited to: (attach
separate page if necessary):
Jabil:
__________________________________________________.
Participant:
. 12.
4. This Agreement is applicable only to Confidential Information that is disclosed
between the Effective Date and 29/7/2026 (“End Date”).
The parties receiving Confidential Information (each, a “Recipient”) will use the
Confidential Information only for the purpose of (attach separate page if
necessary):
. Information may be irreparable; therefore, the injured party is entitled to seek
5. A Recipient’s duty to protect Confidential Information expires three (3) years from
the End Date. Upon Discloser’s written request, except to the extent Confidential
Information cannot be returned or destroyed (or deleted, in the case of
information stored in computer hard drives or cloud solutions) or to the extent a
Recipient is advised by legal counsel that complying with such request would be
prohibited by applicable law, the Recipient will promptly return or destroy or
delete all Confidential Information and all copies thereof. Any destruction of
materials will be confirmed by the Recipient by means of a certificate executed
by a duly authorized representative. Any Confidential Information that cannot be
returned or destroyed or deleted will remain confidential, subject to the terms of
this Agreement.
6. A Recipient will use the same degree of care, but no less than a reasonable
degree of care, as the Recipient uses with respect to its own similar information
to protect the Confidential Information and to prevent (a) any use of Confidential
Information not authorized in this Agreement; (b) dissemination of Confidential
Information to any employee or agent of Recipient without a need to know; (c)
communication of Confidential Information to any unauthorized third party; or (d)
publication of Confidential Information.
7. A Recipient will have a duty to protect Confidential Information (a) if it is marked
or accompanied by documents clearly and conspicuously designating them as
“confidential” or the equivalent; or (b) if it is identified by the Discloser as
confidential before, during or promptly after the presentation or communication.
8. This Agreement imposes no obligation upon a Recipient with respect to
Confidential Information which (a) was known to the Recipient before receipt
from the Discloser; (b) is or becomes publicly available through no fault of the
Recipient; (c) is rightfully received by the Recipient from a third party without a
duty of confidentiality; or (d) is independently developed by the Recipient without
a breach of this Agreement. If a Recipient is required by a government body or
Jabil Circuit, Inc.
By: Jabil Circuit, Inc. . By:
Name Mr. Nagaraj Kulkarni
Title: Material Manager
Address: 10560 Dr. Martin Luther King Jr. Street North
City, State, Zip: St. Petersburg, FL 33716
Date:
DO NOT REMOVE FOOTER
14-MT80-GEN-002-E, NDA (Non-Disclosure Agreement)
Jabil Proprietary and Confidential – All rights reserved
E Released Date Aug/16/2016
court of law to disclose Confidential Information, the Recipient agrees to give the
Discloser reasonable advance written notice so that Discloser may contest the
disclosure or seek a protective order. Any such disclosure shall not relieve
Recipient of its obligations contained herein.
9. Each Discloser warrants that it has the right to disclose its Confidential
Information.
10. This Agreement imposes no obligation on a party to exchange Confidential
Information or to purchase, sell, license, transfer or otherwise make use of any
technology, services or products.
11. A Recipient will adhere to all applicable laws and regulations governing such
party’s conduct in connection with this Agreement, including, without limitation,
the United States Foreign Corrupt Practices Act, the UK Bribery Act, and any
laws or regulations of the U.S. Department of Commerce Bureau of Industry and
Security and will not export or re-export any technical data or products received
from a Discloser, or the direct product of such technical data, to any proscribed
country listed in the U.S. Export Administration regulations unless properly
authorized by the U.S. government.
No party acquires any intellectual property rights under this Agreement except
the limited rights necessary to carry out the purposes as set forth in this
Agreement. Subject to the obligations of this Agreement, no party will be
precluded from independently developing technology or pursuing business
opportunities similar to those covered by this Agreement. Each party retains sole
discretion to assign or reassign the job responsibilities of its employees.
13. Each party acknowledges that damages from improper disclosure of Confidential
equitable relief, including injunction and preliminary injunction, in addition to all
other remedies. The prevailing party in any action to enforce the provisions of
this Agreement or to obtain injunctive relief shall be entitled to recovery of its
reasonable attorneys' fees and costs, including any appellate fees and the costs,
fees and expenses incurred.
14. The obligations and duties imposed by this Agreement with respect to any
Confidential Information may be enforced by the Discloser of such Confidential
Information against any and all Recipients of such Confidential Information.
15. THIS AGREEMENT IS MADE UNDER, AND WILL BE CONSTRUED
ACCORDING TO, THE LAWS OF THE STATE OF FLORIDA, WITHOUT
APPLICATION OF CONFLICT OF LAWS PRINCIPLES.
16. This Agreement does not create any agency or partnership relationship. This
Agreement will not be assignable or transferable by either party without the prior
written consent of the other party. All additions or modifications to this
Agreement must be made in writing and must be signed by all parties. The
waiver of any breach of this Agreement will not operate or be interpreted as a
waiver of any other subsequent breach of this Agreement.
17. This Agreement constitutes the entire agreement of the parties regarding the
subject matter hereof, and supersedes any and all prior negotiations,
understandings, and agreements between the parties relating thereto.
18. This Agreement may be executed in counterparts; each of which will be deemed to
be an original, but all of which together will be deemed to be one and the same
instrument. This Agreement may also be executed by exchange of facsimile or
other electronic transmissions between the parties.
Participant
Name:
Title:
Address
City, State, Zip:
Date :
Company Chop & Signature:
Revision E
Printed copies of template are reference only