is
consistent with the fair market value of such Services and is not conditioned in
any way on the volume or value of any business (i) between the Company and any
other party, or (ii) resulting, directly or indirectly, from any of Contractor's
activities hereunder.
2
Initials: Contractor
/s/ J.R.A.
Accuray
/s/ D.M.
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 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