any form, including without limitation, information regarding products,
pre-release products, software, marketing and business plans and financial
information, BSQUARE's customers' information and passwords provided to
Contractor by BSQUARE, shall be BSQUARE Confidential Information. Contractor
shall treat the terms and conditions of this Agreement as confidential; however,
Contractor may disclose such information in confidence to its immediate legal
and accounting advisers who are bound by obligations of confidence to Contractor
with respect to the Confidential Information, as required in the ordinary course
of Contractor's business.
7.1.2. Confidential Information shall not include information that Contractor
can establish: (i) has entered the public domain without the Contractor's breach
of any obligation owed to the disclosing party; (ii) is rightfully received by
Contractor from a third party without confidentiality restrictions; (iii) is
known to Contractor without any restriction as to use or disclosure prior to
first receipt by Contractor from the disclosing party hereunder; or (iv) is
independently developed by Contractor without reference to any of BSQUARE's or
its customer's Confidential Information.
7.2. Continuation of Certain Obligations. Contractor explicitly acknowledges
that he remains bound by the Proprietary Rights Agreement signed previously
between Contractor and BSQUARE including, but not limited to, restrictions on
competition and solicitation of personnel.
7.3. Contractor agrees that during the Term, Contractor will promptly and fully
disclose to BSQUARE any business opportunity coming to Contractor attention, or
conceived or developed in whole or in part by Contractor, which relates to
BSQUARE's business, or anticipated business. Contractor will not at any time
exploit such business opportunities for Contractor's own gain or that of any
person or entity other than BSQUARE.
7.4. During the Term and for a period after that equal to the length of the term
of Services rendered to BSQUARE (not to exceed one year), Contractor will not
perform any work or services for any of BSQUARE's customers other than work
performed on behalf of BSQUARE pursuant to this Agreement.
7.5. Contractor understands that in cases where this Section 7 does not apply,
Contractor is still subject to all other obligations he or she has to BSQUARE,
including the obligations related to BSQUARE's Confidential Information.
7.6. Nothing herein shall limit BSQUARE's or Contractor's rights to pursue any
legal remedies available to BSQUARE or Contractor, including, but not limited
to, remedies available under common law and statutory remedies.
8. Limited Warranties.
8.1. Contractor's Warranty. Contractor represents and warrants that he or she
has disclosed all facts, if any, pertaining to restrictions on Contractor's
ability to enter into this Agreement. Contractor further represents and warrants
that he or she is not bound by any agreements with third parties that would
prevent
Confidential
2
INDIVIDUAL CONTRACTOR SERVICES AGREEMENT
Contractor from lawfully performing services provided by Contractor to BSQUARE.
Contractor understands that it is BSQUARE's policy not to improperly obtain or
use confidential, proprietary or trade secret information that belongs to third
parties, and Contractor agrees not to use such third-party confidential,
proprietary or trade secret information for BSQUARE's benefit.
8.2. Professionalism. Contractor