{"id":40784,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/dual-party-confidential-disclosure-agreement-innerdyne-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"dual-party-confidential-disclosure-agreement-innerdyne-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/dual-party-confidential-disclosure-agreement-innerdyne-inc-and.html","title":{"rendered":"Dual Party Confidential Disclosure Agreement &#8211; InnerDyne Inc. and United States Surgical"},"content":{"rendered":"<pre>\nINNERDYNE;INC.\n\n\n                        DUAL PARTY CONFIDENTIAL DISCLOSURE AGREEMENT\n\n      This Agreement is effective this fourth day of October, 1999 by and \nbetween InnerDyne, Inc., having an address of 1244 Reamwood Avenue, \nSunnyvale, California, 94089, (hereinafter referred to as \"InnerDyne\") and \nUnited States Surgical, a division of Tyco Healthcare Group LP, a Delaware \nlimited partnership, having a place of business at 150 Glover Avenue, \nNorwalk, Connecticut 06856 (hereinafter referred to as \"USS\"):\n\n      WHEREAS, InnerDyne possesses certain technical information related to \nlaparoscopic access instrumentation; and\n\n      WHEREAS, USS is interested in evaluating InnerDyne's technical \ninformation in order to determine the desirability of acquiring rights in and \nto the technical information; and\n\n      WHEREAS, it may be necessary for USS to disclose certain confidential \nand proprietary information of USS to InnerDyne in order to effectively \nevaluate InnerDyne's technical information.\n\n      NOW, THEREFORE, in consideration of the promises and of the mutual \ncovenants, conditions, and limitations herein contained, USS and InnerDyne do \nhereby agree as follows:\n\n      1.  InnerDyne may disclose to USS confidential and proprietary \ntechnical information relating to laparoscopic access instrumentation solely \nfor the purpose of and in sufficient detail to enable USS to fully evaluate \nsuch technical information to determine the desirability of acquiring rights \nto make, use and\/or sell products incorporating InnerDyne's technical \ninformation.  USS may also disclose to InnerDyne such proprietary and \nconfidential information of USS as it deems necessary and desirable to \neffectuate its evaluation of InnerDyne's technical information.\n\n      2.  Each party agrees to accept the disclosures of the other party on a \nconfidential basis (\"CONFIDENTIAL INFORMATION\") and to exercise the same \ndegree of care with respect to the other party's CONFIDENTIAL INFORMATION as \nis exercised in preserving and safeguarding its own confidential and \nproprietary information, but no less than a reasonable degree of care.  Each \nparty further agrees not to disclose the other party's CONFIDENTIAL \nINFORMATION other than to those of its officers, directors, employees, \nadvisors, attorneys, consultants or agents (hereinafter referred to \ncollectively as \"Representatives\") with a need to know the CONFIDENTIAL \nINFORMATION to carry out the purpose of this agreement, provided that such \nRepresentatives shall have agreed to be bound in writing to maintain \nconfidentiality of the CONFIDENTIAL INFORMATION.  In order to be considered \nCONFIDENTIAL INFORMATION subject to the terms and conditions of this \nAgreement, information must be disclosed to the receiving party in written or \nother tangible form which is clearly marked \"Confidential\", or be designated \nas confidential in writing when the confidential information is revealed; or \nif disclosed orally, then designated as confidential orally when disclosed, \nand confirmed within thirty (30) days in writing as confidential.\n\n\n\n\nIt is further agreed by the parties that the existence, the terms and the \nconditions of this Agreement shall be deemed to be CONFIDENTIAL INFORMATION \nof both parties, and shall be safeguarded accordingly and not disclosed to \nothers.\n\n      3.  It is hereby acknowledged by InnerDyne that USS shall incur no \nobligation or liability other than as set forth herein merely for examining and \nconsidering InnerDyne's CONFIDENTIAL INFORMATION. Similarly, it is hereby \nacknowledged by USS that InnerDyne shall incur no obligation or liability \nother than as set forth herein merely for examining and considering USS's \nCONFIDENTIAL INFORMATION. USS and InnerDyne further agree that neither will \ndisclose or use (except as provided in Section 1 hereof) the other's \nCONFIDENTIAL INFORMATION unless and until a further signed agreement is made \nbetween the parties setting forth the terms and conditions under which rights \nto such CONFIDENTIAL INFORMATION are to be acquired.\n\n      4.  Notwithstanding the foregoing, a receiving party's obligations \nunder paragraphs 2 and 3 above shall not extend to any disclosed information:\n\n             (a)  that was publicly available prior to the date of disclosure \n                  by the disclosing party; or\n\n             (b)  that has been received by the receiving party from another \n                  source not under obligation of secrecy to the disclosing \n                  party; or\n\n             (c)  that becomes publicly available not due to any unauthorized \n                  act by the receiving party; or\n\n             (d)  that is independently developed by the receiving party, as \n                  evidenced by written documentation.\n\n\n      5.  The parties hereby agree that no right or license under any patent, \ncopyright, or trademark of USS or InnerDyne is granted, or is to be construed \nas being granted, to either party by the terms and conditions of this \nAgreement. Further, the parties hereby agree that no announcements of actual \nor potential collaboration between USS and InnerDyne will be made by either \nparty without the prior written consent of the other party, which consent \nshall not unreasonably be withheld.\n\n      6.  This Agreement shall be integrated and construed, and the legal \nrelations created herein shall be determined, in accordance with the laws of \nthe State of Delaware.\n\n      7.  The validity and\/or enforceability of any clause of this Agreement, \nor part thereof, shall not affect the validity and\/or enforceability of any \nother clause, or part thereof.\n\n      8.  Excepting only formal written agreements executed hereafter or \nconcurrently herewith, this Agreement sets forth the entire agreement and \nunderstanding between the parties with respect to the subject matter hereof \nand merges or supersedes all prior discussions, proposals, offers, and \nagreements, if any, with respect thereto, and there are no understandings, \nrepresentations or warranties of any kind except as set forth herein.\n\n\n\n\n      9.  This Agreement shall be binding upon and inure to the benefit \nof USS, its successors and assigns, and InnerDyne, its successors and assigns.\n\n     10.  Each party's obligation under paragraphs 2 and 3 shall become \neffective and remain in full force for a period of three (3) years from the \ndate of execution of this Agreement.\n\n\n\n\n\n\n\nAGREED TO AND ACCEPTED\n\nINNERDYNE, INC.\n\n\nBy:  \/s\/ Robert A. Stern\n   ---------------------------\n   Robert A. Stern\n\nTitle: Vice President and Chief Financial Officer\n\nDate: October 4, 1999\n\n\n\nUNITED STATES SURGICAL, a \nDivision of Tyco Healthcare Group LP\n\nBy: \/s\/ John C. Andreas\n   ---------------------------\nTitle: Vice President and General Counsel\n\nDate: October 5, 1999\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9133],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9553,9558],"class_list":["post-40784","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyco-international-ltd","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-corporate","corporate_contracts_types-corporate__nondisclose"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40784","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40784"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40784"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40784"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40784"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}