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Dual Party Confidential Disclosure Agreement - InnerDyne Inc. and United States Surgical



      This Agreement is effective this fourth day of October, 1999 by and 
between InnerDyne, Inc., having an address of 1244 Reamwood Avenue, 
Sunnyvale, California, 94089, (hereinafter referred to as "InnerDyne") and 
United States Surgical, a division of Tyco Healthcare Group LP, a Delaware 
limited partnership, having a place of business at 150 Glover Avenue, 
Norwalk, Connecticut 06856 (hereinafter referred to as "USS"):

      WHEREAS, InnerDyne possesses certain technical information related to 
laparoscopic access instrumentation; and

      WHEREAS, USS is interested in evaluating InnerDyne's technical 
information in order to determine the desirability of acquiring rights in and 
to the technical information; and

      WHEREAS, it may be necessary for USS to disclose certain confidential 
and proprietary information of USS to InnerDyne in order to effectively 
evaluate InnerDyne's technical information.

      NOW, THEREFORE, in consideration of the promises and of the mutual 
covenants, conditions, and limitations herein contained, USS and InnerDyne do 
hereby agree as follows:

      1.  InnerDyne may disclose to USS confidential and proprietary 
technical information relating to laparoscopic access instrumentation solely 
for the purpose of and in sufficient detail to enable USS to fully evaluate 
such technical information to determine the desirability of acquiring rights 
to make, use and/or sell products incorporating InnerDyne's technical 
information.  USS may also disclose to InnerDyne such proprietary and 
confidential information of USS as it deems necessary and desirable to 
effectuate its evaluation of InnerDyne's technical information.

      2.  Each party agrees to accept the disclosures of the other party on a 
confidential basis ("CONFIDENTIAL INFORMATION") and to exercise the same 
degree of care with respect to the other party's CONFIDENTIAL INFORMATION as 
is exercised in preserving and safeguarding its own confidential and 
proprietary information, but no less than a reasonable degree of care.  Each 
party further agrees not to disclose the other party's CONFIDENTIAL 
INFORMATION other than to those of its officers, directors, employees, 
advisors, attorneys, consultants or agents (hereinafter referred to 
collectively as "Representatives") with a need to know the CONFIDENTIAL 
INFORMATION to carry out the purpose of this agreement, provided that such 
Representatives shall have agreed to be bound in writing to maintain 
confidentiality of the CONFIDENTIAL INFORMATION.  In order to be considered 
CONFIDENTIAL INFORMATION subject to the terms and conditions of this 
Agreement, information must be disclosed to the receiving party in written or 
other tangible form which is clearly marked "Confidential", or be designated 
as confidential in writing when the confidential information is revealed; or 
if disclosed orally, then designated as confidential orally when disclosed, 
and confirmed within thirty (30) days in writing as confidential.

It is further agreed by the parties that the existence, the terms and the 
conditions of this Agreement shall be deemed to be CONFIDENTIAL INFORMATION 
of both parties, and shall be safeguarded accordingly and not disclosed to 

      3.  It is hereby acknowledged by InnerDyne that USS shall incur no 
obligation or liability other than as set forth herein merely for examining and 
considering InnerDyne's CONFIDENTIAL INFORMATION. Similarly, it is hereby 
acknowledged by USS that InnerDyne shall incur no obligation or liability 
other than as set forth herein merely for examining and considering USS's 
CONFIDENTIAL INFORMATION. USS and InnerDyne further agree that neither will 
disclose or use (except as provided in Section 1 hereof) the other's 
CONFIDENTIAL INFORMATION unless and until a further signed agreement is made 
between the parties setting forth the terms and conditions under which rights 
to such CONFIDENTIAL INFORMATION are to be acquired.

      4.  Notwithstanding the foregoing, a receiving party's obligations 
under paragraphs 2 and 3 above shall not extend to any disclosed information:

             (a)  that was publicly available prior to the date of disclosure 
                  by the disclosing party; or

             (b)  that has been received by the receiving party from another 
                  source not under obligation of secrecy to the disclosing 
                  party; or

             (c)  that becomes publicly available not due to any unauthorized 
                  act by the receiving party; or

             (d)  that is independently developed by the receiving party, as 
                  evidenced by written documentation.

      5.  The parties hereby agree that no right or license under any patent, 
copyright, or trademark of USS or InnerDyne is granted, or is to be construed 
as being granted, to either party by the terms and conditions of this 
Agreement. Further, the parties hereby agree that no announcements of actual 
or potential collaboration between USS and InnerDyne will be made by either 
party without the prior written consent of the other party, which consent 
shall not unreasonably be withheld.

      6.  This Agreement shall be integrated and construed, and the legal 
relations created herein shall be determined, in accordance with the laws of 
the State of Delaware.

      7.  The validity and/or enforceability of any clause of this Agreement, 
or part thereof, shall not affect the validity and/or enforceability of any 
other clause, or part thereof.

      8.  Excepting only formal written agreements executed hereafter or 
concurrently herewith, this Agreement sets forth the entire agreement and 
understanding between the parties with respect to the subject matter hereof 
and merges or supersedes all prior discussions, proposals, offers, and 
agreements, if any, with respect thereto, and there are no understandings, 
representations or warranties of any kind except as set forth herein.

      9.  This Agreement shall be binding upon and inure to the benefit 
of USS, its successors and assigns, and InnerDyne, its successors and assigns.

     10.  Each party's obligation under paragraphs 2 and 3 shall become 
effective and remain in full force for a period of three (3) years from the 
date of execution of this Agreement.



By:  /s/ Robert A. Stern
   Robert A. Stern

Title: Vice President and Chief Financial Officer

Date: October 4, 1999

Division of Tyco Healthcare Group LP

By: /s/ John C. Andreas
Title: Vice President and General Counsel

Date: October 5, 1999

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