Non-Disclosure Agreement

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This Agreement is entered into this _____ day of _____________________, _____, by and between OEM PRINTED CIRCUIT BOARD REPLACEMENTS 1600 Aspen Commons Suite 132 Middleton WI 53562 (hereinafter referred to as “OEMPCBR”) and __________________ with offices at  ____________________.
It is recognized that it may be necessary and/or desirable to exchange information and data between ____________ and OEMPCBR relating specifically to providing pricing quotations.
The information and data which is written, pictorial, graphic, machine-readable, or in other tangible form which the disclosing party considers to be proprietary and so indicates by  appropriate legend, marking, stamp or other positive written identification shall be called “Proprietary Information” and subject to the provisions of this Agreement as follows:
1.    OEMPCBR shall be disclosing to ___________ drawings and other intellectual property and Proprietary Information. The parties agree that each party transmitting Proprietary Information to the other shall prominently so mark the same by an appropriate legend, marking stamp, or other positive written identification.  Proprietary Information will be used by the recipient party only for evaluation, unless otherwise expressly agreed upon in writing by the disclosing party.  In consideration for the disclosure of Proprietary Information, the parties further agree that each shall use its reasonable best efforts to keep in confidence and not disclose to any person or entity outside of their respective organizations or to any unauthorized person within heir organizations (for a period of three (3) years from the day of receipt thereof), any of the other party’s identified Proprietary Information.  Reasonable best efforts are defined to be the same degree of care that the receiving party uses to protect its own Proprietary Information of similar nature but not less than reasonable care.  Neither party shall be liable for use or disclosure of any such Proprietary Information if the same:
a.    is in the public domain at the time it was disclosed, or hereafter enters the public domain without breach of this Agreement;
b.    can be shown by prior documents or other competent evidence to be known to the party receiving it at the time of disclosure;
c.    is used or disclosed with the prior written approval of the other party;
d.    is independently developed by the receiving party;
e.    becomes known to the receiving party without similar restrictions from a source having a legal right to disclose such information and who owes no obligations of confidence with respect to the owning party;
f.    was not reduced to writing and identified in writing as Proprietary Information subject to this Agreement, by application of the appropriate identifying stamp or legend at the time of transmission or in accordance with Paragraph 2 hereof;
2.    If Proprietary Information is disclosed orally or visually, such oral or visual information shall be identified as proprietary at the time of disclosure and reduced to writing promptly by the disclosing party and every page of such writing containing Proprietary Information shall be clearly identified as described hereinabove.  Said writing shall be delivered to the receiving party within thirty (30) days after disclosure thereto of said Proprietary Information.  All Proprietary Information delivered to the receiving party shall make reference, either in a cover letter or by a stamp or legend, that such Proprietary Information is being submitted under this Agreement.

3.    The parties agree that the receiving party under this Agreement shall not authorize directly or indirectly further disclosure of Proprietary Information to any sources for use in any country in contravention of the export laws or other laws or regulations of the country of the other party to this Agreement.
4.    Unless otherwise provided and except for the obligations of the parties with respect to Proprietary Information received prior to termination, this Agreement shall terminate three (3) years from the effective date of this Agreement or one month after written notice of termination given by either party to the other, whichever shall occur first.  The obligation to maintain the Proprietary Information shall survive expiration or termination of this Agreement for a period of three (3) years.  
5.    This Agreement contains the entire agreement relative to the protection of information exchanged in connection with the subject activity and supersedes any prior oral, written or collateral understanding between the parties.  This Agreement shall apply in lieu of and notwithstanding any specific legends or statements associated with any particular information.
6.    This Agreement shall not constitute, create or imply a joint venture, partnership, teaming arrangement or other formal business organization, nor does the exchange of Proprietary Information constitute an offer, acceptance or promise for any future contractual relationship between the parties.
7.    Neither this Agreement nor the furnishing of Proprietary Information hereunder be construed as granting either expressly or by implication, estoppel or otherwise, under any license, patent or copyright of either party.
8.    The effective date of this Agreement shall be the date of signature of the later of the parties to sign as set forth below.
9.    This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin (without regard to principles of conflicts of laws).
10.    All notices hereunder shall be given by letter addressed to the individual identified as follows or such other address as a party may designate in writing to the other:
    ________________________        OEM Printed Circuit Board Replacements
    ________________________        1600 Aspen Common Suite 132
    ________________________           Middleton, WI  53562
                        Attn: Bryan Piernot, President
11.    This Agreement may be executed in counterparts which may be exchanged by facsimile transmission.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date set forth above.
                              OEM Printed Circuit Board Replacements
Signed                             Signed                     
By                             By                     
Title                             Title                     
Date                             Date