[LETTERHEAD]
EXHIBIT 10.36
AGREEMENT NO:EX92302
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NECESSARY CADENCE SIGNATURES REQUIRED FOR ANY PAYMENTS TO BE MADE UNDER EACH
SEPARATE CONSULTING SCHEDULE.
REQUESTER'S MANAGER - REQUIRED
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Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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(Print)
Signature: /S/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Date: February 26, 1999
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FINANCIAL ANALYST - REQUIRED
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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(Print)
Signature: /S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Date: March 30, 1999
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VP OF FINANCE - IN EXCESS OF $50K OR 6 MONTHS TOTAL
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Name: ▇▇▇▇ ▇▇▇▇▇
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(Print)
Signature: /S/ ▇▇▇▇ ▇▇▇▇▇
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Date: March 30, 1999
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THE FINAL SIGNATURE PAGE (AND THE ACCOMPANYING SCHEDULE) MUST BE FILED WITH THE
SIGNED MASTER AGREEMENT. RETURN TO ▇▇▇▇▇ ▇▇▇▇▇, MS5B1
[LETTERHEAD]
AGREEMENT NO:EX92302
MASTER INDIVIDUAL
CONSULTING AGREEMENT
WITH
CADENCE DESIGN SYSTEMS, INC.
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THIS AGREEMENT IS A MASTER AGREEMENT. AS SUCH, IT IS INTENDED TO BE PUT INTO
PLACE ONCE WITH A CONSULTING PARTY. THEREAFTER, AS MORE CONSULTING ACTIVITY IS
DESIRED BY CADENCE WITH THE CONSULTING PARTY, ADDITIONAL SCHEDULES ARE WRITTEN
UP, SIGNED BY THE PARTIES, AND FILED WITH THE MASTER AGREEMENT. PLEASE NOTE THAT
THE CADENCE INTERNAL SIGNATURE SHEET IS REQUIRED TO BE ATTACHED TO AND ROUTED
WITH EACH NEW ADDITIONAL SCHEDULE HEREAFTER PUT INTO PLACE UNDER THE SIGNED
MASTER AGREEMENT.
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THIS CONSULTING AGREEMENT, ("AGREEMENT"), is entered into this 23 day of
February, 1999, ("EFFECTIVE DATE"), between Cadence Design Systems, Inc., at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ("CADENCE"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
("CONSULTANT").
NOW THEREFORE, the parties hereby agree as follows:
[LETTERHEAD]
1. CONSULTANCY.
1.1 CONSULTING PERIOD.
Consultant shall serve as a consultant to Cadence for a period commencing on
the date of this Agreement and concluding on the date set forth in Section 3.0
of the applicable Schedule attached hereto, subject to the termination of
this Agreement ("CONSULTING PERIOD"). This Consulting Agreement may be
terminated at will by Cadence for any reason or no reason upon fifteen (15)
days prior written notice to Consultant. However, if this Agreement is
terminated pursuant to paragraph 1.3, no notice shall be required. Consultant
may terminate this Agreement at will, upon fifteen (15) days prior written
notice to Cadence, for no reason only at a time that no Schedule is in effect
and no Work is being performed by Consultant. If a Schedule is in effect or
Work is being performed, Consultant may only terminate this Agreement for
material breach by Cadence that remains uncured for thirty (30) days
following written notice thereof to Cadence. Termination of this Agreement
shall terminate all Schedule(s) then in effect. Upon termination, each party
shall, within ten (10) days, return or destroy all copies of the other
party's materials in its possession or control and certify the same in
writing.
1.2 ADDITIONAL SCHEDULES.
Additional Schedules may be attached to include other work projects or
services which the parties agree Consultant shall provide to Cadence. The
Schedule(s) may be amended from time to time by mutual written consent of the
parties.
1.3 In order to serve as a Consultant to Cadence, Consultant must pass a
background investigation conducted by Cadence. The investigation will consist
of Cadence obtaining a report from a consumer reporting agency named
Professional Resource Screening, Inc. for the purpose of evaluating
Consultant's eligibility to consult with Cadence. The report may include
information regarding Consultant's DMV records, educational verification,
employment history, verification of social security number, criminal record
(if any), credit and reference, and civil litigation records. Consultants
failure to authorize this investigation or failure to pass the background
investigation will result in immediate termination of this agreement.
2. DUTIES OF CONSULTANT.
2.1 SCOPE OF WORK.
Consultant shall perform the services and deliver the deliverables, if any,
set forth in Section 4 of the applicable Schedule (together the "Work").
Consultant shall perform the Work under the general direction of Cadence and
in accordance with the provisions of this Agreement and the applicable
Schedule. If there is no deliverable under a Schedule, the provisions of
Sections 4.3, 4.4 and 4.5 shall not apply to the Work under such Schedule.
Consultant shall determine the manner and means by which the Work is
accomplished.
2.2 COMPLIANCE WITH LAWS.
Consultant shall comply with all applicable federal, state and local laws and
regulations, including, without limitation, immigration laws, in the
performance of the Work hereunder.
3. WORK RULES.
Consultant shall abide by the working hours, rules, and policies of Cadence
while working on Cadence's premises.
4. PROJECT MANAGEMENT.
4.1 CADENCE PROJECT MANAGER
Cadence shall designate a Project Manager for each of the projects set forth
in Section 6 of the applicable Schedule, (the "PROJECT MANAGER"). Such person
shall act as a liaison between Cadence and Consultant and have primary
responsibility for managing Consultant's activities.
4.2 PROGRESS REPORTS AND MEETINGS.
Consultant shall submit a detailed Progress Report to the Project Manager on
an agreed upon period during the term of each applicable Schedule. Progress
reports will detail Work performed to date and estimated time to complete. If
Cadence so requests, Consultant shall participate in status meetings with the
Project Manager to review the status and progress of the Work.
4.3 CRITERIA FOR ACCEPTING DELIVERABLES.
Each deliverable, if any, shall be subject to acceptance by Cadence. When
possible, but in no event later than thirty (30) days in advance of the date
identified in the applicable Schedule for production of the deliverable
involved, a set of Acceptance Criteria for each shall be jointly developed
and mutually agreed to in writing ("ACCEPTANCE CRITERIA"). If the parties in
good faith cannot agree to any of Acceptance Criteria, Cadence may terminate
this Agreement, effective immediately, without incurring any further
liability. If there is no required Acceptance Criteria then the applicable
Schedule MUST SO STATE.
4.4 ACCEPTANCE TESTING.
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[LETTERHEAD]
If acceptance testing for a deliverable is required, such testing shall
commence within five (5) working days of the date on which Consultant
notifies the Project Manager, in writing, that the deliverable has been
satisfactorily completed, in Consultant's opinion, and is ready for
acceptance testing by Cadence. Cadence will verify that the deliverable
satisfies the mutually agreed upon Acceptance Criteria. Acceptance testing
shall continue for the period of time specified in the Acceptance Criteria
("ACCEPTANCE PERIOD"). If no such time period has been agreed upon by the
parties then the Acceptance Period shall be thirty (30) calendar days.
4.5 NON-CONFORMITY OF DELIVERABLES.
If any deliverable does not conform to the required Acceptance Criteria
within the Acceptance Period, Cadence shall give Consultant notice thereof.
Cadence shall cooperate with Consultant in identifying in what respects the
deliverable has failed to conform to the Acceptance Criteria. Consultant
shall, at no cost to Cadence, promptly correct any deficiencies which prevent
such deliverable from conforming to the Acceptance Criteria. Upon completion
of the corrective action by Consultant, and at no additional cost to Cadence,
the acceptance test will be repeated until the deliverable has successfully
conformed to the Acceptance Criteria. If the deliverable is not made to
conform within thirty (30) calendar days after the end of the Acceptance
Period, Cadence may terminate this Agreement, effective immediately, without
any further obligation or liability. Cadence may require Consultant to
continue to attempt to correct the deficiencies while reserving the right to
terminate this Agreement at any time. When the deliverable has successfully
conformed to or satisfied the Acceptance Criteria, Cadence shall give
Consultant written notice thereof.
5. OTHER AFFILIATIONS.
5.1 EMPLOYMENT.
Consultant represents that Consultant is not prevented by any existing
agreement or in any other way from entering into this Agreement and
performing in accordance with this Agreement and the applicable Schedule.
5.2 CONFLICT OF INTEREST.
Consultant warrants that Consultant is not obligated under any other
agreement which would adversely conflict with or affect Cadence's rights or
Consultant's duties under this Agreement or applicable Schedule, other than
those expressly identified in Section 5 of the applicable Schedule. Cadence
understands and agrees that during the Consulting Period, Consultant may be
retained by other companies, corporations, and/or commercial enterprises
which are not engaged in the design, development, manufacture or marketing of
products similar to those of Cadence.
5.3 SEGREGATION OF WORK.
Consultant shall not use, disclose or deliver any proprietary or confidential
information of any third party in dealings with Cadence or in performing the
Work hereunder. Consultant agrees to use best efforts to segregate Work done
under this Agreement from all work done at, or for, any such other person,
company, corporation, and/or other commercial enterprise. In any dealings
with any such person, company, corporation, and/or commercial enterprise,
Consultant shall protect and guard Cadence's Confidential Information (as
defined herein) in accordance with the terms of this Agreement.
6. COMPENSATION.
6.1 PAYMENT BY CADENCE.
Cadence agrees to pay Consultant and Consultant agrees to accept for all Work
hereunder consulting fees (the "CONSULTING FEES") as set forth in Section 9 of
the applicable Schedule. Cadence will pay the Consulting Fees within thirty
(30) days after the receipt of Consultant's correct invoice.
6.2 REIMBURSEMENT FOR COSTS/EXPENSES.
Cadence agrees to reimburse Consultant for reasonable and necessary
out-of-pocket costs and expenses actually incurred by Consultant in
performance of the Work that have been pre-approved by the Project Manager in
writing. Travel, lodging and related expenses must conform to Cadence's
travel policy to be reimbursed. Consultant shall submit his or her expenses
on expense report forms acceptable to Cadence. If requested by Cadence,
Consultant shall submit supporting documentation in addition to the invoice
and the expense report forms. No reimbursement will be made for any expenses
submitted more than thirty (30) days after completion of Consultant's Work
under the applicable Schedule. Reimbursement shall be made within thirty (30)
days after submission to Cadence of the last of adequate and appropriate
documentation of such costs and expenses, the expense report forms and a
correct invoice.
6.3 PAYMENT FOR SERVICES.
Invoicing by Consultant shall include all services rendered and expenses
incurred by Consultant during the period invoiced for payment. Consultant shall
submit the invoice and the applicable time reports and expense reports to the
Project Manager
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[LETTERHEAD]
for review and approval prior to actually invoicing Cadence for payment.
6.4. MAXIMUM DOLLAR AMOUNT.
Notwithstanding anything to the contrary, Cadence shall not be liable for any
charges or expenses under any applicable Schedule for Work done on a time and
materials basis in excess of the maximum dollar amount specified in Section 10
of the applicable Schedule.
6.5 TAXES AND OTHER BENEFITS.
Consultant acknowledges and agrees that it shall be only Consultant's
obligation to formally report as its income all compensation received by
Consultant from Cadence for Consultant's services. Consultant agrees to
indemnify Cadence and hold it harmless to the extent Cadence is alleged or
determined to be obligated or liable to pay any tax, including but not
limited to payroll, FICA and social security withholding, and unemployment,
disability and/or worker's compensation insurance or similar item in
connection with any payment made to Consultant. Consultant shall not be
entitled to compensation from Cadence except as set forth in this Agreement
and in no event shall Consultant be entitled to any fringe benefits available
to employees of Cadence. Consultant waives any rights Consultant may now or
in the future have in such fringe benefits even if Consultant is later deemed
a "common law employee."
6.6 ACCOUNTING RECORDS.
Consultant shall maintain complete and accurate accounting records, in a form
in accordance with generally accepted accounting principles, consistently
applied, to substantiate Consultant's charges and expenses and shall retain
such records for a period of at least one (1) year from the date of final
payment made under the applicable Schedule.
7. CONFIDENTIALITY.
Consultant's work for Cadence creates a relationship of trust and confidence
between Cadence and Consultant.
7.1 CONFIDENTIAL INFORMATION.
"CONFIDENTIAL INFORMATION" as used herein and in the attached Exhibit NDA
includes marketing plans, product plans, business strategies, financial
information, forecasts, personnel information, customer lists, trade secrets,
Innovations (as defined in Section 8), other non-public technical or business
information, third party information made available to Consultant, joint
research agreements or agreements entered into by Cadence or any of its
affiliates, whether in writing or given to Consultant orally, which
Consultant knows or has reason to know Cadence would like to treat as
confidential for any purpose, such as maintaining a competitive advantage or
avoiding undesirable publicity.
7.2 ATTACHED NON-DISCLOSURE AGREEMENT.
Consultant's obligations with respect to maintaining the confidentiality of
Cadence's Confidential Information disclosed to Consultant during the
"Disclosing Period" (Section 7.3) shall be governed by the terms of the
Non-Disclosure Agreement attached hereto as the "Exhibit NDA" which
supersedes all prior agreements governing the exchange of such Confidential
Information. In addition, if the Work is performed ultimately for a third
party customer, Consultant agrees to comply with all use and disclosure
restrictions and procedures imposed by such third party customer on its
confidential information, and to execute all related documents requested by
Cadence to implement such restrictions.
7.3 DISCLOSING PERIOD.
The provisions of the attached Exhibit NDA govern only that Confidential
Information disclosed by Cadence to Consultant during the "Disclosing Period"
"starting on the earlier of the commencement of the Work or the signing of
this Agreement, and ending on the conclusion of the Consulting Period as
defined in Section 1 above.
7.4 CONTINUING OBLIGATION.
After the Disclosing Period, Consultant has a continuing obligation to
maintain the confidentiality of Cadence's Confidential Information and the
Confidential Information of any third party for an indefinite period of time,
except as and to the extent otherwise provided in the Exhibit NDA. In
addition, Sections 6.5, 6.6, 7 (and the Exhibit NDA), 8, 9, 10, 13, 16 and 19
shall survive the termination of the Consulting Period.
8. INNOVATIONS AND DELIVERABLES.
8.1 DISCLOSURE OF INNOVATIONS.
Consultant shall disclose in writing to Cadence all inventions, discoveries,
concepts, works of authorship, ideas, improvements and other innovations of
any kind that Consultant may make, conceive, develop or reduce to practice,
alone or jointly with others, in the course of performing Work for Cadence
under this Agreement or as a result of that Work, whether or not they are
eligible for patent, copyright, trademark, trade secret or other legal
protection (collectively, "INNOVATIONS").
8.2 ASSIGNMENT OF INNOVATIONS.
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[LETTERHEAD]
Consultant agrees that all deliverables and Innovations will be the sole and
exclusive property of Cadence and Consultant hereby assigns to Cadence, and
agrees to assign, all rights in the deliverables and Innovations and in all
related patents, patent applications, copyrights, mask work rights,
trademarks, trade secrets, rights of priority and other proprietary rights.
At Cadence's request and expense and at Consultant's reasonable billing rates
for such additional services, during and after the period during which
Consultant acts as a consultant to Cadence, Consultant will assist and
cooperate with Cadence in all respects and will execute documents, and
subject to reasonable availability, give testimony and take further acts
requested by Cadence to acquire, transfer, maintain and enforce patent,
copyright, trademark, mask work, trade secret and other legal protections for
such Innovation(s) and deliverables. Consultant hereby appoints an Officer of
Cadence as Consultant's attorney-in-fact to execute such documents on
Consultant's behalf for this specific purpose. It is understood that nothing
contained therein shall affect the rights or obligations of Consultant with
respect to any Innovations which would be protected by Section 2870 of the
California Labor Code, if Consultant were an employee of Cadence instead of
an independent contractor.
8.3 RIGHT TO CHANGE INNOVATIONS.
Consultant hereby agrees that Cadence (or a third party, as applicable) shall
have the unlimited right to modify, alter or destroy any Innovation (but only
if such act would not hinder or prevent Consultant from performing its
obligations hereunder and under the applicable Schedule), and that any such
act does not and will not violate any right of Consultant, if any exists, to
keep such work intact. Consultant hereby irrevocably assigns and transfers to
Cadence any right Consultant may have to object to such modification,
alteration or destruction, or to claim authorship, or any other "moral"
right, and if such right is not assignable, Consultant hereby forever waives
and agrees never to assert any such right.
8.4 LICENSE TO CADENCE.
To the extent that Cadence's use or exploitation of any deliverables or
Innovations made or contributed by Consultant hereunder may require a license
from Consultant under any other proprietary rights held by Consultant,
Consultant hereby grants Cadence a fully-paid, royalty-free, perpetual,
worldwide license, with right to sublicense, to make, use, sell, copy,
modify, distribute, perform, display and otherwise exploit such deliverables
and Innovations.
8.5 NON-INFRINGEMENT.
Consultant represents and warrants that to the best of its knowledge the Work
performed under this Agreement and the Innovations made or contributed by
Consultant hereunder will not infringe on any rights of any third party.
8.6 INDEMNITY.
Consultant agrees to defend at its own cost and expense any claim or action
against Cadence, its directors, officers and/or employees, for actual or
alleged infringement of any patent, copyright or other property right
(including, but not limited to, misappropriation of trade secrets) based on
any software, program, service and/or other materials delivered or furnished
to Cadence by Consultant. Consultant further agrees to indemnify and hold
Cadence, its subsidiaries and/or affiliated companies, and their respective
directors, officers and/or employees, harmless from and against any and all
liabilities, damages, losses, and expenses associated with such claims or
action.
9. INSURANCE AND INDEMNITY.
9.1 INSURANCE COVERAGES.
Consultant shall procure and maintain for itself and its employees all
insurance coverages as required by Federal and/or State law, including
workers' compensation and disability insurance, and automobile liability
coverage. Upon request by Cadence, Consultant shall furnish to Cadence a
certificate of insurance evidencing such coverage.
9.2 INDEMNITY.
Consultant agrees to indemnify Cadence, its subsidiaries and/or affiliated
companies for any liability or expenses due to claims for personal injury or
to property arising out of the performance of the Work or the use by
Consultant of Cadence's materials, machines, or facilities.
10. NON-SOLICITATION.
Consultant agrees that, during the Consulting Period and for a period of two
(2) years after the expiration or earlier termination thereof, Consultant
will not solicit or recruit Cadence employees for any other employers outside
Cadence or employ any of the employees of Cadence without Cadence's prior
written consent.
11. INDEPENDENT CONTRACTOR.
Consultant shall be an independent contractor with respect to Cadence and
shall not be a representative or agent of Cadence. In addition, Consultant
shall not be deemed for any purpose to be an employee of Cadence.
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[LETTERHEAD]
12. NOTICE.
Any notice to be delivered pursuant to this Agreement shall be in writing and
shall be deemed delivered upon service, if served personally, or three days
after deposit in the United States Mail, if mailed by first class mail,
postage prepaid, registered or certified with return receipt requested, and
addressed to the other party at the following address, or such address as may
be designated in accordance herewith:
To Cadence at:
CADENCE DESIGN SYSTEMS, INC.
Human Resources Department
▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇. ▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
To Consultant at:
As set forth in the applicable Schedule.
13. INJUNCTIVE RELIEF.
Consultant acknowledges that disclosure or unauthorized use of any
Confidential Information by Consultant will give rise to irreparable injury
to Cadence, its subsidiaries and/or affiliated companies. Accordingly,
Cadence or such other party may seek and obtain injunctive relief against the
breach or threatened breach of the foregoing undertakings, in addition to any
other legal remedies which may be available. Consultant acknowledges and
agrees that the covenants contained herein are necessary for the protection
of legitimate interests of Cadence.
14. SEVERABILITY.
If a court finds any provision of this Agreement invalid or unenforceable as
applied to any circumstance, that provision shall be enforced to the maximum
extent permitted by law, and the other provisions will remain in full force
and effect.
15. BINDING EFFECT; NO ASSIGNMENT; AMENDMENT.
This Agreement shall be binding upon Consultant, and except as regards to
personal services, upon Consultant's successors and assigns, and shall inure
to the benefit of Cadence, its successors and assigns. This Agreement may not
be assigned by Consultant and any attempted assignment by Consultant shall be
void. This Agreement may only be modified or amended by mutual written
consent of the parties.
16. GOVERNING LAW.
This Agreement shall be governed and enforced in accordance with the laws of
the State of California, excluding that body of law known as conflicts of law.
17. WAIVER.
A failure of either party to exercise any right provided for herein shall not
be deemed to be a waiver of any other right existing hereunder.
18. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
Agreement.
19. CONDUCT BUSINESS FAIRLY.
Consultant agrees to conduct business in a manner that at all times reflects
favorably upon the products and the good name, goodwill and reputation of
Cadence.
20. ENTIRE AGREEMENT.
This instrument and the attached Schedule(s) and Exhibits contain the entire
agreement of the parties relating to the subject matter hereof, and supersede
all prior and contemporaneous negotiations, correspondence, understanding and
agreements of the parties relating to the subject matter hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
CONSULTANT: CADENCE DESIGN SYSTEMS, INC.
Signature: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Signature: /S/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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(Requester)
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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(Print) (Print)
Title: Executive Vice President
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[LETTERHEAD]
Date: March 22, 1999 Date: February 26, 1999
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Social Security No. or Federal Tax I.D.# ###-##-####
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[LETTERHEAD]
AGREEMENT NO:EX92302
SCHEDULE
ALL ITEMS BELOW MUST BE COMPLETELY FILLED IN.
DO NOT LEAVE ANY BLANK.
1. NAMES AND ADDRESS OF CONSULTANT:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
181 Metro Drive, Ste. 450
San Jose, CA ▇▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇▇ phone ▇▇▇ ▇▇▇-▇▇▇▇ Fax
2. NAME AND ADDRESS OF CONSULTANT FOR NOTICE PURPOSES
(IF DIFFERENT FROM ABOVE): Same
3. TERM OF CONSULTING PERIOD FOR THIS SCHEDULE: START DATE END DATE
---------- --------
1/1/99 12/31/99
4. DUTIES OF CONSULTANT, (SEE Section 2.1): Advise on government relations
issues as required.
5. IDENTIFY ALL CONFLICTING OR POTENTIALLY CONFLICTING AGREEMENTS OR
OBLIGATIONS OF CONSULTANT AND THE NATURE OF THE CONFLICT INVOLVED: None
6. PROJECT MANAGER TO WHOM CONSULTANT REPORTS, (SEE Section 4.1): ▇▇▇ ▇▇▇▇▇▇▇
7. EXPECTED DAYS OF CONSULTING TO BE PERFORMED PER MONTH: as needed
8. DEPARTMENT/ACCOUNT NUMBER TO BE CHARGED: 41000
9. CONSULTING FEES, (SEE Section 6.1): $ 20,000/year (TO BE STATED AS DOLLARS
PER HOUR OR DAY, OR OTHER AGREED UPON TERMS):
10. THE DOLLAR VALUE OF THIS CONSULTING SCHEDULE IS NOT TO EXCEED $20,000
11. IS THIS A RENEWAL SCHEDULE FROM A PREVIOUS AGREEMENT? YES ______ NO _XX_
IF SO, WHAT WAS THE START DATE OF THE PREVIOUS SCHEDULE? _________________
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CONSULTANT: CADENCE DESIGN SYSTEMS, INC.
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SIGNATURE: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ SIGNATURE: /S/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------ ------------------------------
(Requester)
NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ NAME: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------- -----------------------------------
(Please Print) (Please Print)
TITLE: Executive Vice President
----------------------------------
DATE: March 8, 1999 DATE: February 26, 1999
----------------------------------- -----------------------------------
MISSING INFORMATION COULD CAUSE A DELAY IN THE PROCESSING OF THIS CONSULTING
AGREEMENT AND/OR PAYMENT TO THE CONSULTANT.
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[LETTERHEAD]
EXHIBIT NDA
1. "CONFIDENTIAL INFORMATION" shall have the same meaning as defined Section
7 of the Master Consulting Agreement.
2. "DISCLOSING PERIOD" shall have the same meaning as defined in Section 7 of
the Master Consulting Agreement.
3. OTHER SOURCES EXEMPTIONS: Consultant's obligations hereunder will not
apply, or shall cease to apply, to that Confidential Information which
Consultant can establish: (i) was not identified as confidential when
disclosed or within thirty (30) days thereafter; or (ii) was in the public
domain by acts not attributable to Consultant or otherwise available to the
public other than by breach of this NDA; or (iii) was rightfully in
possession of Consultant prior to receiving it from Cadence; or (iv) becomes
available to Consultant from a source other than Cadence who is in rightful
possession with the lawful right to provide it to Consultant; or (v) is
independently developed by Consultant without use of or reference to the
Confidential Information; or (vi) is otherwise agreed in writing to be no
longer considered otherwise restricted by Cadence.
4. LIMITATIONS ON DUTY: Consultant's duty to maintain the confidentiality
extends only to that disclosed Information which: (i) is identified as being
Confidential at the time of disclosure by Cadence or within 30 days
thereafter; or (ii) is marked Confidential, or with a similar legend, at the
time of disclosure; or (iii) is summarized and designated as Confidential by
Cadence in a written memorandum delivered to Consultant within thirty (30)
days after the disclosure.
5. STANDARD OF CARE: Consultant shall protect the disclosed Confidential
Information by using the same degree of care, but no less than a reasonable
degree of care, as it uses to safeguard its own confidential or proprietary
information of a like nature from unauthorized use, disclosure, or
dissemination. Consultant shall not copy, distribute, or disseminate any of
the Confidential Information to any unauthorized persons or entities without
the Cadence's express prior written consent and Consultant shall limit access
to the Confidential Information to only those authorized employees or agents
having a need to know.
6. RETURN OF MATERIALS: Upon the earlier of fifteen (15) calendar days
after: (i) Consultant's receipt of Cadence's written request for same, or
(ii) Consultant's completion of those stated purposes for which Cadence
provided Consultant its Confidential Information; or (iii) the end of the
Disclosing Period; all of Cadence's Confidential Information and all copies
thereof in Consultant's possession or control shall be returned to Cadence or
destroyed by Consultant at Cadence's instruction. At Cadence's request,
Consultant shall then certify the same in writing and that no copies have
been retained by Consultant, its employees or agents.
7. MANDATORY DISCLOSURE EXEMPTIONS: Nothing herein shall restrict
Consultant's right to disclose the Confidential Information where such
disclosure is required by written order of a judicial, legislative, or
administrative authority of competent jurisdiction provided, however that, in
each case, Consultant will first notify Cadence of such need or requirement
and cooperate with Cadence in limiting the scope of the proposed disclosure.
Consultant will assist Cadence in taking all reasonable steps for obtaining
further appropriate means of limiting the scope of the required disclosure of
Cadence's Confidential Information.
8. EQUITABLE RELIEF AVAILABILITY: Consultant acknowledges that an
unauthorized disclosure of the Confidential Information may cause irreparable
harm to Cadence for which no adequate remedy at law exists and that, in
addition to any other remedies which may be available, Cadence shall be
entitled to seek injunctive relief to enforce the terms of this NDA.
9. NO RIGHTS OR LICENSES EXTENDED: No rights or licenses whatsoever, either
express or implied, are granted hereunder by one to the other as to any
patents or patent applications, copyrights, trade marks, trade secrets, or
other intellectual property now or hereafter acquired, developed, or
controlled. Cadence retains all rights and remedies afforded under all U.S.
and foreign patent, copyright, trade secret, and other applicable laws for
protecting confidential, proprietary, or trade secret information.
10. NO WAIVER OF RIGHTS: If one Party breaches this Agreement then the
failure of the other Party to enforce any rights under this NDA shall not be
deemed a waiver of any such rights.
11. TRANSFER RESTRICTIONS: Consultant will not transfer any disclosed
information received hereunder to any country prohibited from obtaining such
data according to any national export regulation, (e.g., U.S. Department of
Commerce Export Administration Regulations), without first obtaining all
valid export licenses and authorizations.
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