EXHIBIT 10.30
CONFIDENTIAL DISCLOSURE AGREEMENT
Effective Date: 11-1-99 , 19_____
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In order to protect certain confidential information, Hewlett-Packard Company
and its corporate affiliates ("HP"), and the "Participant" identified below,
agree that:
1. Disclosing Party: The party disclosing confidential information
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("Discloser") is Both Parties (Note: Fill in "HP", "Participant", or
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"both parties".)
2. Primary Representative: Each party's representative for coordinating
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disclosure or receipt of confidential information is:
HP: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Participant: ▇▇▇▇▇ ▇▇▇▇▇▇
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3. Description of Confidential Information: The confidential information
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disclosed under this Agreement is described as:
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HP: Product Information (technical) Product Development Schedules Firmware
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Development Equipment & Code
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Participant: Products Under Development
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_____________________________________________________________________________
_____________________________________________________________________________
(Note: Be specific; for example, individually list materials provided. Attach
additional sheets if needed.)
4. Use of Confidential Information: The party receiving confidential,
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information ("Recipient") snail make use of the confidential information only
for the following purpose (e.g., "evaluation and testing for a make/buy decision
on project xyz."):
HP: Decisions regarding development tools
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_____________________________________________________________________________
Participant: Debugging & Delivery of Development Tools
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5. Confidentiality Period: This Agreement and Recipient's duty to hold
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confidential information in confidence expire on:
5-31-2001
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(Note: This is the period of protection of confidential information).
6. Disclosure Period: This Agreement pertains to confidential information that
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is disclosed between the Effective Date and
5-31-2001
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(Note: This is the period during which confidential information is going to be
disclosed.)
7. Standard of Care: Recipient shall protect the disclosed confidential
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information by using the same degree of care, but no less than a reasonable
degree of care, to prevent the unauthorized
HEWLETT-PACKARD COMPANY
Personal LaserJet Products
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(Entity Name)
▇.▇. ▇▇▇ ▇▇
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▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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(Address)
BY /s/ Norra ▇▇▇▇▇
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(Functional Manager's
Norra ▇▇▇▇▇
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(Name)
R&D Manager
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(Title)
White - Legal Dept (Local or 20BO) Green - Participant use, dissemination, or
publication of the confidential information as Recipient uses to protect its own
confidential information of a like nature.
8. Marking: Recipient's obligations shall only extend to confidential
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information that is described in paragraph 3, and that: (a) comprises specific
materials individually listed in paragraph 3; or, (b) is marked as confidential
at the time of disclosure; or, (c) is unmarked (e.g. orally disclosed) but
treated as confidential at the time of disclosure, and is designated as
confidential in a written memorandum sent to Recipient's primary representative
within thirty days of disclosure, summarizing the confidential information
sufficiently for identification.
9. Exclusions: This Agreement imposes no obligation upon Recipient with respect
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to information that: (a) was in Recipient's possession before receipt from
Discloser; (b) is or becomes a matter of public knowledge through no fault of
Recipient; (c) is rightfully received by Recipient from a third party without a
duty of confidentiality; (d) is disclosed by Discloser to a third party without
a duty of confidentiality on the third party; (e) is independently developed by
Recipient; (f) is disclosed under operation of law; or (g) is disclosed by
Recipient with Discloser's prior written: approval."
10. Warranty: Each Discloser warrants that it has the right to make the
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disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY
UNDER THIS AGREEMENT. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED
"AS IS".
11. Rights: Neither party acquires any intellectual property rights under this
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Agreement except the limited rights necessary to carry out the purposes set
forth in paragraph 4. This Agreement shall not restrict reassignment of
Recipient's employees.
Miscellaneous
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12. This Agreement imposes no obligation on either party to purchase, sell,
license, transfer or otherwise dispose of any technology, services or products.
13. Both parties shall adhere to all applicable laws, regulations and rules
relating to the export of technical data, and shall not export or reexport any
technical data, any products received from Discloser, or the direct product of
such technical data to any proscribed country listed in such applicable laws,
regulations and rules unless properly authorized.
14. This Agreement does not create any agency or partnership relationship.
15. All additions or modifications to this Agreement must be made in writing and
must be signed by both parties.
16. This Agreement is made under, and shall be construed according to, the laws
of the State of California, U.S.A.
PARTICIPANT
Embedded Support Tools Corp.
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(Company Name)
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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(Address)
BY /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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(Authorized Signature)
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(Name)
President EST Corp.
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(Title)
Pink - HP Functional Manager Yellow - HP Representative
