Non-Disclosure Agreement (NDA)

This Non Disclosure Agreement (known as “NDA Agreement”) is entered into and is effective as of Mar. 9,2010 (the “Effective Date”) by and between Customer Address (“Partner”) and Decision Group (“Decision”).

WHEREAS, each party (the “Partner”) understands that the other party (the “Decision”) may disclose certain Confidential Information as further described in Section 1 below for the purpose of a potential business transaction (the “Purpose”).

WHEREAS, in consideration of the disclosure of such information to Partner, Partner is willing to keep such information confidential in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, Partner and Decision hereby agree as follows :

1.    Definition of Confidential Information.    “Confidential Information” shall mean

  • all information disclosed in tangible form by the Decision and marked “confidential” or “proprietary” or which by its nature should be readily recognized as confidential or proprietary information of Decision, and
  • all information disclosed orally by Decision and designated in writing as confidential or proprietary within two (2) weeks of the disclosure. Confidential Information may include, without limitation, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information.

2.    Confidentiality Obligation.    Partner agrees

  • to protect the Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized dissemination or publication of the Confidential Information as Partner uses to protect its own confidential or proprietary information of a like nature and
  • not to use the Confidential Information for any purpose other than to evaluate a potential business transaction between the parties. Partner shall limit access to Decision’s Confidential Information to Partner’s employees and professional advisors who
    1. have a need to know and have been notified that such information is Confidential Information for the Purpose; and
    2. are under binding obligations of confidentiality no less restrictive than those of this Agreement.
    3. Partner should keep all confidential information in his office, lab and factory site and may send his test report to Decision for product improvement program, and keep this test report only in both party sites as Confidential Information.

Partner shall be responsible for any breaches by its employees and professional advisors of the Receiving Party’s obligations under this Agreement.

3.    Term.    Partner’s obligation to protect Confidential Information hereunder shall expire three (3) years from the date of each such disclosure of Confidential Information, except when such Confidential Information disclosed by Decision is source code, in which case Partner’s obligations to protect such Confidential Information shall be perpetual.

4.    Exclusions.    Confidential Information shall not include Confidential Information that :

  • is or becomes a matter of public knowledge through no fault of the Partner; or
  • was rightfully in Partner’s possession prior to receipt from Decision as shown by Partner’s files and records immediately prior to the time of disclosure; or
  • was rightfully disclosed to Partner by a third party that lawfully and rightfully possesses such information and has no obligations of confidentiality; or
  • is independently developed by Partner without use of or reference to Decision’s Confidential Information. Partner may disclose Confidential Information pursuant to any statutory or regulatory authority or court order, provided Decision is given prompt prior written notice of such requirement and the scope of such disclosure is limited to the extent possible.

5.    Ownership/Return of Materials.    All Confidential Information, unless otherwise specified in writing, remains the property of Decision. Upon written request by Decision at any time,  Partner shall:

  • promptly turn over to Decision all Confidential Information of Decision, all documents or media containing the Confidential Information, and any and all copies or extracts thereof, that Partner possesses or controls; or
  • promptly destroy the Confidential Information, and any and all copies or extracts thereof that  Partner possesses or controls, and provide the Decision with written certification of such destruction signed by an authorized representative of Partner.            

6.    Equitable Relief.    Partner acknowledges and agrees that due to the unique nature of Partner’s Confidential Information, there may be no adequate remedy at law for any breach of its obligations.  Partner further acknowledges that any such breach may allow Partner or third parties to unfairly compete with Decision resulting in irreparable harm to Decision and, therefore, that upon any such breach or any threat thereof, Decision shall be entitled to seek appropriate equitable relief, including but not limited to injunction in addition to whatever remedies it may have at law.  Partner will notify  Decision in writing immediately upon the occurrence of any such unauthorized release or other breach.


8.    Export.    Each party agrees that the export of digital forensics related information and forensics-enabled software from Taiwan may be regulated by Taiwan law, and agreed to comply with such laws and regulations.

9.    Notices.    All notices required or permitted to be given under this Agreement shall be given in writing and shall be effective from the date sent by registered or certified mail, by hand, facsimile or overnight courier to the addresses of the parties set forth above, or such other address as either party shall have furnished to the other pursuant to this Section 9.

10.    Independent Development.    Decision understands that Partner may currently or in the future be developing information internally, or receiving information from other parties that may be similar to Decision’s information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Partner will not develop products, or have products developed for it, that, without violation of this Agreement, compete with the products or systems contemplated by the Decision’s Confidential Information.

11.     Assignment.   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.
12. Governing Law.  This Agreement shall be governed by the laws of Taiwan, without regard to conflicts of law provisions.

13. Headings.  The headings to the Sections of this Agreement are included merely for reference and shall not affect the meaning of the language included therein.

14.    General.    This Agreement supersedes all prior discussions and writings with respect to the subject matter hereof, and constitutes the entire agreement between the parties with respect to the subject matter hereof. 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 and no failure or delay in enforcing any right will be deemed a waiver. The parties understand that nothing herein requires either party to proceed with any proposed transaction or relationship in connection with which Confidential Information may be disclosed. 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 effect. This Agreement may be delivered by facsimile and signed in counterparts, each of which shall be deemed an original and both of which together shall be considered as one fully executed agreement.