directly or indirectly, from any of Contractor's activities hereunder.
4.
CONFIDENTIALITY.
(A)
CONFIDENTIAL INFORMATION.
"CONFIDENTIAL
INFORMATION" MEANS COMPANY PROPRIETARY INFORMATION, TECHNICAL DATA, TRADE
SECRETS OR KNOW-HOW, INCLUDING, BUT NOT LIMITED TO, RESEARCH, PRODUCT PLANS,
PRODUCT SPECIFICATIONS, SERVICES, CUSTOMERS, CUSTOMER LISTS, PIPELINE DOCUMENTS,
MARKETING PLANS AND STRATEGIES, SOFTWARE, DEVELOP­MENTS, INVENTIONS, PROCESSES,
FORMULAS, TECHNOLOGY, DESIGNS, DRAWINGS, ENGINEERING, HARDWARE CONFIGURATION
INFORMATION, CIRCUIT BOARD DESIGNS, LOGIC DESIGNS FOR FILTERS AND/OR CIRCUIT
BOARDS, COMPANY FINANCIALS OR OTHER BUSINESS INFORMATION DISCLOSED BY THE
COMPANY EITHER DIRECTLY OR INDIRECTLY IN WRITING, ORALLY, OR BY DRAWINGS OR
INSPECTION OF PARTS OR EQUIPMENT.
CONFIDENTIAL INFORMATION ALSO INCLUDES ANY
OTHER INFORMATION DESIGNATED BY THE COMPANY AS SUCH UPON ITS DISCLOSURE TO THE
CONTRACTOR.
(B)
DISCLOSURE.
CONTRACTOR WILL NOT, DURING OR
SUBSEQUENT TO THE TERM OF THIS AGREEMENT, USE THE COMPANY'S CONFIDENTIAL
INFORMATION FOR ANY PURPOSE WHATSOEVER OTHER THAN THE PERFORMANCE OF THE
SERVICES ON BEHALF OF THE COMPANY.
CONTRACTOR WILL NOT DISCLOSE THE COMPANY'S
CONFI­DENTIAL INFORMATION TO ANY THIRD PARTY, AND UNDERSTANDS THAT SAID
CONFIDENTIAL INFORMATION SHALL REMAIN THE SOLE PROPERTY OF THE COMPANY.
CONTRACTOR FURTHER AGREES TO TAKE ALL REASONABLE PRECAUTIONS TO PREVENT ANY
UNAUTHORIZED DISCLOSURE OF SUCH CONFI­DENTIAL INFORMATION INCLUDING, BUT NOT
LIMITED TO, HAVING EACH EMPLOYEE OF CONTRACTOR, IF ANY, WITH ACCESS TO ANY
CONFIDENTIAL
INDEPENDENT CONTRACTOR AGREEMENT
ACCURAY CONFIDENTIAL
John Adler, M.D. - 3.22.07
3
Initials:
Contractor
Accuray
/s/ D.M.
INFORMATION, EXECUTE A NONDISCLOSURE AGREEMENT CONTAINING PROVISIONS IN THE
COMPANY'S FAVOR SUBSTANTIALLY SIMILAR TO SECTIONS 4, 5 AND 6 OF THIS AGREEMENT.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE INFORMATION WHICH, UPON DISCLOSURE TO
CONTRACTOR IS PART OF THE PUBLIC DOMAIN; CAN BE ESTABLISHED BY WRITTEN EVIDENCE
TO HAVE BEEN IN THE POSSESSION OF CONTRACTOR AT THE TIME OF DISCLOSURE; IS
RECEIVED BY CONTRACTOR FROM A THIRD PARTY WITHOUT RESTRICTION AND WITHOUT BREACH
OF THIS AGREEMENT; OR HAS BECOME PUBLICLY KNOWN AND MADE GENERALLY AVAILABLE
THROUGH NO WRONGFUL ACT OF CONTRACTOR.
IF CONTRACTOR IS REQUIRED TO DISCLOSE
CONFIDENTIAL INFORMATION BY LAWFULLY ISSUED SUBPOENA OR BY AN AUTHORIZED ORDER
OF A GOVERNMENT AGENCY, CONTRACTOR WILL IMMEDIATELY SO INFORM THE COMPANY, AND
WILL USE BEST EFFORTS TO MINIMIZE THE DISCLOSURE OF SUCH CONFIDENTIAL
INFORMATION AND WILL CONSULT WITH AND ASSIST THE COMPANY IN SEEKING A PROTECTIVE
ORDER PRIOR TO SUCH DISCLOSURE.
(C)
INDEMNITY.
CONTRACTOR AGREES THAT
CONTRACTOR WILL NOT, DURING THE TERM OF THIS AGREEMENT, IMPROPERLY USE OR
DISCLOSE TO THE COMPANY OR ANY OF ITS EMPLOYEES ANY PROPRI­ETARY INFORMATION OR
TRADE SECRETS OF ANY FORMER OR CURRENT EMPLOYER OR OTHER PERSON OR ENTITY WITH
WHICH CONTRACTOR HAS AN AGREEMENT, OR TO WHICH CONTRACTOR HAS A DUTY, TO KEEP IN
CONFIDENCE INFORMATION ACQUIRED BY CONTRACTOR, AND THAT CONTRACTOR WILL NOT
BRING ONTO THE PREMISES OF THE COMPANY ANY UNPUBLISHED DOCUMENT, PROPRIETARY
INFORMATION, OR TRADE SECRET BELONGING TO SUCH EMPLOYER, PERSON OR ENTITY UNLESS
CONSENTED TO IN WRITING BY SUCH EMPLOYER, PERSON OR ENTITY.
CONTRACTOR WILL
INDEMNIFY THE COMPANY AND HOLD IT HARMLESS FROM AND AGAINST ALL CLAIMS,
LIABILITIES, DAMAGES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND
COSTS OF SUIT,