1. Purpose and Scope These Terms and Conditions cover the disclosure of information and technology related to the Aerospace DiskSat Platform (e.g. demo platform files with CAD files, Bill of Materials, and Reports and Analysis) (hereinafter, “Proprietary Information”) for informational purposes, potential collaboration, licensing, or other mutual business interest (hereinafter, “Purpose”) and constitutes an Agreement between You and The Aerospace Corporation (hereinafter, “Aerospace”).
2. Proprietary Information. “Proprietary Information” as used in this Agreement may include, but not be limited to, inventions, copyrights, trade secrets, techniques, sketches, drawings, models, know-how, processes, apparatus, equipment, algorithms, software, research, experimental and development work, design details and specifications, financial information, or other technical and business information.
3. Protection Period. You may not to disclose any part of the Proprietary Information to any third party and shall limit disclosure within your own organization only to those employees and contract labor personnel who have a "need to know." You may discuss and disclose Proprietary Information to the U.S. Government as may be necessary in connection with the Purpose set forth herein, provided such written Proprietary Information continues to bear the same legend affixed by Aerospace, whether provided in its original form or some other format.
4. Effective Period. This Agreement may be terminated by either Party at any time by giving thirty (30) days prior written notice to the other Party. The confidentiality provisions shall survive expiration or termination of this Agreement as set forth in Paragraph 3 above.
5. Duty of Care. You shall treat the Proprietary Information with the same degree of care as if such Proprietary Information were your own and shall take all such reasonable measures during and after the term of this Agreement to prevent disclosure of such Proprietary Information as it takes to protect its own such proprietary information. This protection will not be less than a reasonable degree of care.
6. Exceptions. The above restrictions on disclosure do not apply to Proprietary Information that can be demonstrated by written documentation or other competent evidence: (i) is already known to You without restriction on its use or disclosure, (ii) is in the public domain or becomes publicly known through no wrongful act by You, (iii) is disclosed by with the prior written approval of Aerospace, (iv) is independently developed by You prior to or without the use of Proprietary Information received under this Agreement, or (v) is disclosed to You by a third party who is not under any obligation of confidentiality.
7. No License or Rights. All Proprietary Information furnished to You shall remain the property of Aerospace. Nothing contained in this Agreement shall be construed as granting to You a license or right to use the Proprietary Information, either express or implied, under any patent, copyright, trade secret, or other intellectual property right.
8. Return or Destroy. Upon the completion of the Purpose or at the request of Aerospace You shall, using reasonable efforts, either return or destroy all Proprietary Information, together with any copies and summaries thereof. In the case of destruction, You shall provide the Aerospace written certification of destruction within 10 business days
9. Compliance with Law or Regulation. In the event that You are required by law or regulatory authority or otherwise become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, criminal or civil investigative demands or similar processes) to disclose any Proprietary Information, You will provide Aerospace with prompt written notice so that Aerospace may seek a protective order or other appropriate remedy. In the absence of a timely protective order, You will furnish only that portion of the Proprietary Information that is legally required and identify it as Proprietary Information of Aerospace. Except in connection with failure to discharge responsibilities set forth in this Section, You shall not be liable in damages for any disclosures pursuant to such governmental, legislative, or judicial order.
10. No Warranties. All Proprietary Information is provided “AS IS,” without warranty or guarantee of any kind as to its accuracy, completeness, operability, fitness for a particular purpose, non-infringement or otherwise, express or implied. AEROSPACE WILL HAVE NO LIABILITY TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.
11. Export. You shall not export (including disclosing or providing access to a “foreign person” located anywhere as defined in 22 C.F.R §120.16) any technical information furnished by Aerospace without first complying with all applicable U.S. export control laws and regulations, including the requirements of the International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR”).
12. Injunction. In the event of a breach or threatened breach of any of the provisions of the Agreement, You acknowledge that Aerospace shall have no adequate remedy at law and shall therefore be entitled to enforce any such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages or posting any bond or other security, and without prejudice to or diminution of any other rights or remedies which may be available at law or equity.
13. Choice of Law. This Agreement shall be interpreted in accordance with the laws of the State of California.