Non-Disclosure Agreement

ON-LINE NONDISCLOSURE AGREEMENT

BEFORE ACCESSING, VIEWING, READING, OR DOWNLOADING THIS MICRON TECHNOLOGY, INC. ("MTI") CONFIDENTIAL AND PROPRIETARY DATA SHEET OR ANY OTHER MTI CONFIDENTIAL AND PROPRIETARY DOCUMENT, MATERIAL OR INFORMATION POSTED TO OR MADE AVAILABLE ON OR THROUGH THIS SECURE MICRON WEBSITE (COLLECTIVELY, "CONFIDENTIAL INFORMATION") OR CLICKING ON "ACCEPT", PLEASE CAREFULLY READ THIS ON-LINE NONDISCLOSURE AGREEMENT ("AGREEMENT") WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ("RECIPIENT") ARE GRANTED PERMISSION TO ACCESS THE CONFIDENTIAL INFORMATION. IF RECIPIENT DOES NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, RECIPIENT MAY NOT ACCESS THE CONFIDENTIAL INFORMATION. IF RECIPIENT CLICKS ON "ACCEPT", RECIPIENT SHALL BE DEEMED AND CONSIDERED TO HAVE ACCEPTED AND AGREED TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND RECIPIENT'S ACCESS TO THE CONFIDENTIAL INFORMATION SHALL BE SUBJECT IN ALL CASES TO RECIPIENT'S STRICT COMPLIANCE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Confidential Information. Recipient acknowledges and agrees that the Confidential Information is and is hereby deemed to be the confidential and proprietary information of MTI, regardless whether the Confidential Information is marked or labeled as "Confidential" or "Proprietary" or with similar designation. Confidential Information does not include that which: (i) is proven by Recipient through competent evidence to rightfully have already been in Recipient's possession at the time of disclosure without an obligation of confidentiality; (ii) is or becomes available to the public through no breach of this Agreement or any other obligation of confidentiality owed to MTI by Recipient; (iii) is approved in advance for non-confidential release by express written authorization of MTI; (iv) is independently developed by Recipient without use of or reference to the Confidential Information; or (v) is lawfully obtained from a third party without restriction and without breach of this Agreement or any other obligation of confidentiality owed to MTI by Recipient or such third party.
2. Purpose of Disclosure and Restriction on Use. The Confidential Information is disclosed hereunder strictly for the purpose of Licensee internal evaluation and/or to assist Licensee in the implementation of an MTI imaging device or product into a Licensee commercial product ("Purpose"). Recipient shall use the Confidential Information solely in accordance with the terms of this Agreement to accomplish the Purpose and shall make no further use, in whole or in part, of the Confidential Information.
3. Non-Disclosure. Recipient shall maintain the Confidential Information with at least the same degree of care it uses to protect its own proprietary information, but in no case with less than reasonable care. Recipient shall not disclose the Confidential Information to any third party. In the event Recipient is required to disclose the Confidential Information pursuant to a judicial or governmental order, Recipient shall promptly notify MTI in writing of same to allow intervention in response to such order and Recipient shall cooperate with the efforts to protect the Confidential Information. Recipient shall notify MTI promptly in writing in the event of any disclosure of the Confidential Information which is not authorized under this Agreement.
4. No License. No Warranty. No license is granted hereunder to any patents, copyrights (except as expressly set forth in Section 10 below), mask works, or trademarks either expressly, by implication, estoppel or otherwise. Any such license must be express and in writing from MTI. The Confidential Information shall remain the property of MTI and nothing in this Agreement shall restrict MTI from using, disclosing or disseminating such Confidential Information in any way. THE CONFIDENTIAL INFORMATION IS DISCLOSED HEREUNDER "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR UTILITY OF SUCH CONFIDENTIAL INFORMATION.
5. Term. This Agreement will become effective on the date Recipient clicks on "Accept" and will continue for a period of five (5) years thereafter. Within ten (10) business days following the receipt of a written request from MTI, Recipient shall return or certify to the destruction of the Confidential Information including, without limitation, hard copy and electronic documents and all materials created by Recipient that contain the Confidential Information. MTI may terminate this Agreement at any time in its sole discretion upon written notice to Recipient (including such notice transmitted through this secure MTI website or via electronic mail to Recipient).
6. Governing Law and Attorneys' Fees. This Agreement shall be governed by the laws of the State of Idaho, U.S.A., excluding its conflict of laws principles. Recipient hereby consents to the personal jurisdiction of the courts of Idaho for any dispute arising out of this Agreement. In the event of any suit, action or proceeding arising out of or relating to this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and reasonable costs incurred.
7. General. This Agreement: (i) may be amended or modified only by an express writing signed by Recipient and an authorized representative of MTI; (ii) will not be construed as creating any joint venture, partnership or other form of business association between the parties hereto; (iii) is not assignable or delegable in whole or in part by Recipient without the express written consent of MTI; (iv) shall inure to the benefit of and be binding upon the parties, their successors, the assigns of MTI and the permitted assigns of Recipient; and (v) is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall not be binding on the parties hereto.
8. Export. The Confidential Information shall not be exported or re-exported, directly or indirectly, in any form, by Recipient except in compliance with the U.S. Export Administration Regulations and all other applicable United States federal export laws.
9. Injunctive Relief. Recipient acknowledges and agrees that disclosure of the Confidential Information in violation of the terms of this Agreement will cause irreparable harm to MTI for which monetary damages would not be an adequate remedy. Therefore, Recipient agrees that, in addition to any other remedies available to MTI, in the event of any breach or threatened breach of this Agreement, MTI shall be entitled to injunctive relief and Recipient waives any requirement for the posting of a bond in connection therewith.
10. Copies. Recipient shall not make any copies of the Confidential Information except as strictly necessary to carry out the above-stated Purpose. Any copies that are made must be identical to the original, may not be modified, and shall be considered the property of MTI.
11. Written Nondisclosure Agreement. If Recipient and MTI have entered into a written non-disclosure agreement ("NDA") that is in effect as of the date Recipient enters into this Agreement and such NDA already applies to and governs the Confidential Information disclosed or provided hereunder, then the terms of such NDA shall apply to and govern Recipient's obligations concerning such Confidential Information and not the terms of this Agreement. IF RECIPIENT UNDERSTANDS, AGREES TO AND ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN CLICK ON "ACCEPT". IF RECIPIENT DOES NOT UNDERSTAND, AGREE TO AND ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN CLICK ON "DECLINE".

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