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Non-Disclosure Agreement
We require, as a condition to your working with us as a developer, that you agree to the terms of the following Non-Disclosure Agreement with us. Please read the Agreement carefully. By clicking on "I Agree" below, you are agreeing to be bound by the terms of the Agreement. If you do not agree to be bound by the Agreement, we cannot accept submission of your developer application. THIS NONDISCLOSURE AGREEMENT (this "Agreement") is made and entered into between you and Flying Tiger Mobile ("FTM") having its principal place of business at 1901 East Lambert Road, Suite 105, La Habra, CA 90631. WHEREAS, in your capacity as a software applications developer for FTM, you may have access to or come into possession of certain confidential information concerning FTM's business and operations, you and FTM agree as follows: 1. "Confidential Information" means any information, regardless of form, proprietary or maintained in confidence by FTM, including, without limitation, any information, technical data, content or know-how relating to discoveries, ideas, inventions, concepts, software, equipment, designs, drawings, specifications, techniques, processes, models, data, source code, object code, documentation, diagrams, flow charts, research, development, business plans or opportunities, business strategies, future projects or products, projects or products under consideration, procedures, and information related to finances, costs, prices and employees which is disclosed by FTM or on its behalf, directly or indirectly, in writing, orally, or by drawings or inspection of equipment or software, to you or any of your employees or agents. Confidential Information also includes any information described above which FTM obtains from a third party and which FTM treats as proprietary or confidential information. Any document or other material provided by FTM to you or your employees or agents which is labeled "Confidential" shall be presumed to be Confidential Information. 2. You agree to hold in confidence any Confidential Information received from FTM and not to use such Confidential Information for any purpose other than in connection with the services you will render to FTM as a software application developer, without the prior written approval of FTM, or reproduce in any media any Confidential Information received from FTM. 3. You further agree to limit disclosure of the Confidential Information received to those of your employees, and/or agents and contractors who have a need to know the information to affect the use permitted herein and who are under non-disclosure obligations which are no less restrictive than the non-disclosure obligations assumed by you under this Agreement. You agree to protect the Confidential Information with the same degree of care normally used to protect your own similar Confidential Information, but in no event less than a reasonable degree of care under the circumstances, and to take all steps as may be reasonably necessary to prevent any Confidential Information from being revealed to any person or entity other than those to whom FTM has authorized disclosure pursuant to this Agreement or in a writing delivered to you. 4. Your obligations to protect Confidential Information received from FTM shall not apply to information which: (a) becomes publicly known through no act or failure to act on the part of you; (b) was rightfully in your possession prior to disclosure by FTM; (c) became rightfully known to you, without confidential or proprietary restrictions, from a source other than FTM; (d) is approved by FTM for disclosure without restriction, in a written document that is signed by a duly authorized officer of FTM; (e) is disclosed after the termination of your duty of confidentiality, as specified herein; (f) is or was developed independently by you without use of or reference to any of the Confidential Information and without violation of any confidentiality restriction; or (g) is disclosed pursuant to court order or applicable law, provided that you provide FTM prompt prior written notice to give FTM an opportunity to stop or limit such disclosure. 5. The nondisclosure obligations imposed by this Agreement shall survive for two (2) years after the termination or expiration of this Agreement. You agree that any Confidential Information disclosed to it and all copies thereof shall be, at FTM's request, returned to FTM, or destroyed with written confirmation that you have done so, but in no event later than thirty (30) days from the termination or expiration of this Agreement. 6. All rights in and title to the Confidential Information supplied by FTM shall remain in FTM. Neither the execution and delivery of this Agreement, nor the furnishing of any Confidential Information by FTM shall be construed as granting to you either expressly, by implication, estoppel or otherwise, any license under any invention, copyright, trade secret or patent now or hereafter owned or controlled by FTM, nor any right to use on a royalty-free basis the Confidential Information made available to you, except to fulfill the purposes of this Agreement. 7. You agree not to export, directly or indirectly, any technical data acquired from FTM hereunder or any product utilizing any such data to any country for which the U.S. Government or any agency of the U.S. Government at the time of export requires an export license or other government approval without first obtaining such license or approval. 8. You shall not publicize either the terms of this Agreement or the fact of its existence without the prior written consent of FTM. You shall promptly notify FTM of any request or demand by any third party for any Confidential Information. In the event you become aware of any misappropriation or misuse of any Confidential Information by any person or entity, you shall immediately advise FTM in writing. 9. This Agreement shall remain in effect for so long as you shall maintain a developer relationship with FTM. The provisions of Sections 2, 3, 5 and 7 hereof shall survive expiration or termination of this Agreement. 10. You agree that an impending or existing violation of any provision of this Agreement may cause FTM irreparable injury for which it would have no adequate remedy at law, and that FTM shall be entitled to seek immediate relief prohibiting such violation, in addition to any other rights and remedies available to it under applicable law. 11. This Agreement shall be governed by California law without giving effect to principles of conflict of laws. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations and understandings, whether oral or written. This Agreement may not be amended, waived or modified except by an instrument in writing executed by duly authorized representatives of the parties. 12. In the event that any provision hereof or any obligation hereunder is found invalid or unenforceable pursuant to judicial decree or decision, any such provision or obligation shall be deemed and construed to extend only to the maximum permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms. This Agreement may be executed in one or more counterparts, by facsimile or otherwise, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. I acknowledge the terms and conditions set forth herein and agree to be bound by them.
I Agree