Tezzaron Semiconductor Corporation Account Holder Non-Disclosure Agreement

This Agreement is between Tezzaron Semiconductor Corporation (Tezzaron) and the owner of the email address associated with this account (User). This agreement becomes effective upon the use of the account. By using the account, User expressly agrees to the terms of this Agreement.

WHEREAS, the subject of this Agreement is the allowable and disallowed use of Confidential Information made available on a private basis to User via this account in electronic form, secured by log-in credentials issued to and maintained by User as an individual, for User’s access to this account; and,

WHEREAS, Tezzaron is disclosing certain Confidential (business, technical and financial) Information to User in electronic form (the “Disclosures”); and,

WHEREAS, the sole purpose for which User may use the Confidential Information contained in such Disclosures is to evaluate User’s position as a continuing or prospective investor, lender, business associate or employee of Tezzaron (the “Purpose”);

Now therefore, in exchange for making such Disclosures to User, User hereby agrees as follows:

As used in this Agreement, “Confidential Information” means information disclosed by Tezzaron to User via this account that generally is not known to the public. Such Confidential Information includes, but is not limited to, information which may be contained in materials such as drawings, plans, programs, software, codifications, models, data, specifications, reports, compilations and may also be in the nature of unwritten knowledge and know-how. Further, Confidential Information includes, but is not limited to, all business information that Tezzaron may, but is not required to, identify as Confidential Information by stating that such information is confidential at the time of disclosure and confirming such statement in writing.
User shall treat and maintain all Confidential Information as confidential property, shall not use any Confidential Information (except in their dealings with Tezzaron) in any form or manner except in furtherance of the Purpose, shall not disclose any Confidential Information to any third party in whole or in part and shall use their best efforts to prevent inadvertent disclosure of such Confidential Information to any third party.
The provisions of paragraph 2 above shall not apply to any Confidential Information known to User prior to its receipt of such information from the other, rightfully received without the obligation of confidentiality from a third party, or that has become a part of the public domain, other than by reason of a party’s acts or omissions. If User is required by law to reveal such Confidential Information, it shall promptly notify Tezzaron and shall cooperate with it if it seeks a protective order or other appropriate remedy to prevent dissemination of the Confidential Information.
All Confidential Information, in any form whatsoever, including, without limitation, all summaries, copies and excerpts of any Confidential Information, in User’s custody or possession, shall be solely the property of Tezzaron and shall be returned immediately by User to Tezzaron upon request.
User shall restrict the custody, possession, knowledge, development, compilation, preparation and use of the Confidential Information to their employees, agents, subcontractors and entities controlled by it (collectively, “Personnel”) who require the Confidential Information in order to negotiate or carry out the terms and conditions of any agreement entered between them. Such Personnel shall have access to the Confidential Information only to the extent that they need the Confidential Information in order to carry out legitimate work for User. User shall cause its Personnel to comply with this Agreement.
User shall have no right to license or otherwise use the Confidential Information except as provided herein.
This Agreement and the obligations hereunder shall be deemed to cover Confidential Information disclosed by Tezzaron to User prior to the date hereof, as well as, subsequent to the date hereof. This Agreement automatically shall terminate upon completion or termination of dealings between the parties. User’s obligations with respect to the Confidential Information shall survive completion or termination of the negotiations and dealings with Tezzaron.
User agrees that Tezzaron would be irreparably injured by breach of this Agreement and that Tezzaron shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement.
The Agreement represents the entire agreement with respect to the subject matter hereof and supersedes and replaces any prior agreement or understanding with respect thereto. This Agreement may not be amended or supplemented except pursuant to a written instrument signed by both parties.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors.
If any of the provisions of this Agreement are determined to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the remainder of this Agreement, but rather the entire Agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties hereto shall be construed and enforced accordingly. The parties hereto acknowledge that if any provision of this Agreement is determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, be deemed to be valid and enforceable.
User acknowledges that the person using this account is duly authorized to undertake this Agreement and bind User to the provisions herein.
This Agreement shall be governed by the laws of the State of Texas. In the event of the breach or threatened breach of this agreement, Tezzaron shall be entitled to all costs, including, without limitation, reasonable attorney fees and expert witness or consulting fees, reasonably incurred to enforce this agreement.
This Agreement is undertaken and enforceable upon User access of the account.