1
EXHIBIT 99 (c)(3)
AGREEMENT
WHEREAS, INTEGRATED SENSOR SOLUTIONS, INC. (hereinafter designated as
"ISS") and TEXAS INSTRUMENTS INCORPORATED (hereinafter designated as "TI") wish
to hold discussions about certain strategic matters during the period of
February 17, 1999 through July 16, 1999, and that either party may desire to
disclose certain information deemed proprietary by the disclosing party
("Disclosing Party") to the receiving party ("Receiving Party");
WHEREAS, TI and ISS wish to receive this information, and therefore become
a Receiving Party, for the purpose of evaluating a potential business
relationship.
NOW, THEREFORE, the parties agree as follows:
For a period of three (3) years from the effective date of this Agreement,
Receiving Party shall not disclose any information it receives from Disclosing
Party that is marked PROPRIETARY (or comparable legend) to any other person,
firm, or corporation, except to advisors retained for purposes of the potential
transactions described above, or use the information for its own benefit, except
for the purpose described above. Receiving Party shall use the same degree of
care to avoid disclosure or use of the information as Receiving Party employs
with respect to its own proprietary information of like importance.
Information shall not be deemed proprietary, and Receiving Party shall have
no obligation with respect to any such information that:
(1) is already known to Receiving Party; or
(2) is or becomes publicly known through no wrongful act of Receiving
Party; or
(3) is rightfully received from a third party without restriction and
without breach of this Agreement; or
(4) is independently developed by Receiving Party; or
(5) is furnished to a third party by Disclosing Party without a similar
restriction on the third party's rights; or
1
2
(6) is approved for release by written authorization of Disclosing Party;
or
(7) is disclosed pursuant to the requirement of a Governmental agency or
disclosure is permitted by operation of law.
Receiving Party shall not be liable for (1) inadvertent disclosure of the
PROPRIETARY information provided that (a) it uses the same degree of care in
safeguarding the PROPRIETARY information as it uses for its own proprietary
information of like importance, and (b) upon discovery of the inadvertent
disclosure or use of the PROPRIETARY information, it shall endeavor to prevent
any further inadvertent disclosure or use, and (2) unauthorized disclosure or
use of PROPRIETARY information by persons who are or who have been in its
employ, unless it fails to safeguard the PROPRIETARY information with the same
degree of care as it uses for its own proprietary information of like
importance.
TI appoints the person listed below as its Data Control Coordinator to
receive, on its behalf, all ISS PROPRIETARY information pursuant to this
Agreement. TI may change its Data Control Coordinator by giving ISS
written notice of the name and address of its newly appointed Data Control
Coordinator.
Xxxx-Xxxxx Trochu
Corporate Development
Texas Instruments Incorporated
P.O. Box 650311 M/S 3995
Xxxxxx, Xxxxx 00000
ISS appoints the person listed below as its Data Control Coordinator to
receive, on its behalf, all TI PROPRIETARY information pursuant to this
Agreement. ISS may change its Data Control Coordinator by giving TI written
notice of the name and address of its newly appointed Data Control Coordinator.
Xxxxx Xxxxxxxxxxx
Vice President, Finance and Administration
Integrated Sensor Solutions Inc.
000 Xxxxx Xxxx Xxxxxxx
Xxx Xxxx, XX 00000
2
3
In the event Disclosing Party orally discloses its PROPRIETARY information
to Receiving Party, Disclosing Party shall notify the Receiving Party's Data
Control Coordinator in writing of the oral disclosure within thirty (30) days
following the disclosure, identifying the place and date of oral disclosure and
the names of the Receiving Party employees to whom the disclosure was made, and
describing the information disclosed.
All written data delivered by Disclosing Party to Receiving Party pursuant
to this Agreement shall be and remain the property of Disclosing Party, and the
written data, and any copies thereof, shall upon written request, be returned to
Disclosing Party or destroyed at the Disclosing Party's option as promptly as
possible.
Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise, expressly, impliedly, or
otherwise, for any invention, discovery, or improvement made, conceived, or
acquired prior to or after the date of this Agreement.
The parties hereby represent each to the other that they have not retained
any broker or paid or agreed to pay any brokerage fee or commission to any
broker or agent on account of this Agreement or any transaction between the
parties that may occur, and each agrees to indemnify the other against any claim
for a brokerage fee or commission on account of this Agreement or any
transaction between the parties that may occur, based upon arrangements or
agreements made or claimed by third parties to have been made by or on behalf of
the indemnifying party.
Disclosing Party understand that Receiving Party may currently or in the
future be developing information internally, or receiving information from other
parties, that may be similar to Disclosing Party's information. Accordingly,
nothing in this Agreement shall be construed as a representation or inference
that Receiving Party will not develop products, for itself or for others, that
compete with the products or systems contemplated by Disclosing Party's
information.
For a period ending January 15, 2000, or a date six months after either
party notifies the other in writing that negotiations have concluded, which ever
date comes sooner, neither party shall directly, or indirectly, solicit or
encourage any employee of the other party to leave the employ of the other party
for the benefit of the first party. This restriction shall not apply to general
solicitations conducted through general circulation newspapers, the trade press
or Internet.
3
4
Neither party shall (a) publicly announce or disclose the existence or the
terms and conditions of this Agreement or the fact that discussions or
negotiations are taking place concerning a possible transaction between the
parties, or (b) advertise or release any publicity regarding this Agreement,
without the prior written consent of the other party. This provision shall
survive the expiration, termination or cancellation of this Agreement.
TEXAS INSTRUMENTS INCORPORATED INTEGRATED SENSOR SOLUTIONS, INC.
/s/ XXXXXXX X. XXXXX /s/ XXXXXX X. XXXX
----------------------------------- ---------------------------------
Xxxxxxx X. Xxxxx Xxxxxx X. Xxxx
Vice President President, CEO &
Manager, Corporate Development Chairman of the Board
Date 3/2/99 Date
------------------------------ ----------------------------
4
