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CISCO SYSTEMS, INC. COLD CALL / LEAD MANAGER AGREEMENT BY
CLICKING ON THE "ACCEPT" BUTTON, RECEIVING FROM CISCO
CERTAIN INFORMATION DESCRIBED IN THIS AGREEMENT, OR PROVIDING
TO CISCO CERTAIN INFORMATION DESCRIBED IN THIS AGREEMENT,
YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS
OF THIS AGREEMENT. DO NOT ENGAGE IN ACTIVITIES INVOLVING
CISCO'S COLD CALL/LEAD MANAGER TOOL UNTIL YOU HAVE CAREFULLY
READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS. IF
YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT
CLICK THE "DO NOT ACCEPT" BUTTON AND THE PROCESS FOR UTILIZING
THE COLD CALL/LEAD MANAGER TOOL WILL NOT CONTINUE.
This
Cold Call/Lead Manager Agreement (the "Agreement") is made
and entered into by and between Cisco Systems, Inc., a California
corporation, having its principal place of business at 170
W. Tasman Dr., San Jose, CA 95134-1706 (and its direct and
indirect wholly owned subsidiaries) and you ("Company"),
as of the date you accept this Agreement (the "Effective
Date"). Cisco and Company may be referred to collectively
herein as the "Parties." Company wishes to provide information
to Cisco which may include, but is not limited to its technologies,
products, finances, product information, brochures, and
financial statements as they may relate to acquisition,
joint venture, partnership, or other potential business
opportunities ("Company Information") with Cisco through
the on-line Cold Call/Lead Manager Tool located at the following
url: http://tools.cisco.com/BDApps/coldcall/index.do.
Cisco makes no guarantees or representations that submission of
Company Information will result in an acquisition, joint venture,
partnership, or other potential business relationships. Therefore,
the Parties agree as follows:
1.Communications
of Company Information by Cisco. Cisco may communicate
Company Information internally to its employees, contractors,
legal advisors, financial advisors or other representatives.
Cisco will not communicate Company Information to any other
parties without the express written consent of Company.
2.Communication
of Company Information by Company. At Company's sole
discretion, Company may communicate to Cisco its Company
Information via the Cold Call/Lead Manager Tool. Company
understands and agrees that its use of the Cold Call/Lead
Manager Tool and web site will be subject to the Cisco Connection
Online Notices posted at http://www.cisco.com/public/copyright.html
for the Cold Call/Lead Manager web site. Company also understands
and agrees that Cisco does not wish to receive confidential
information from Company except as expressly provided under
this Agreement. If Company discloses confidential information
to Cisco, Cisco is free to use such confidential information
in the manner described herein.
3.Confidentiality
and Non-Disclosure. The information covered in this
Agreement is limited to information exchanged or made available
via the Cold Call/Lead Manager Tool and web site. In the
event the Parties wish to exchange other confidential or
proprietary information not related to the Cold Call/Lead
Manager Tool, the Parties should enter into an appropriate
Non-Disclosure Agreement.
4.Proprietary
or Confidential Information. As used herein "Confidential
Information" or "Proprietary Information" shall mean any
information exchanged between the Parties during the term
of this agreement, whether disclosed orally or in writing,
which either Cisco or Company designates and marked as confidential
or proprietary. Any oral disclosures identified as confidential
or proprietary at the time of disclosure shall be so designated
in a written memorandum from the disclosing Party to the
receiving Party within thirty (30) days of disclosure. Notwithstanding
the foregoing, Cisco's decision to proceed with Company
with regard to acquisition, joint venture, partnership,
or other potential business opportunities will be deemed
Confidential Information whether or not designated as confidential
or proprietary but only until the Parties have publicly
announced the specific business relationship, if any, it
being understood that disclosures made through the Cold
Call/Lead Manager Tool will not be deemed a public announcement.
5.Use
of Confidential Information. Company may only use Cisco's
Confidential Information for purposes of providing feedback
to Cisco. Cisco may use Company Information or Company's
Confidential Information for purposes of reviewing, considering
or determining if Cisco would desire to pursue a potential
business relationship, if any, with Company. COMPANY SHOULD
NOT DISCLOSE TO CISCO ANY COMPANY CONFIDENTIAL INFORMATION
UNDER THIS AGREEMENT OR ON THE COLD CALL/LEAD MANAGER TOOL
WEB SITE THAT COMPANY DOES NOT WANT CISCO TO USE FOR PURPOSES
OF REVIEWING, CONSIDERING OR DETERMINING IF CISCO DESIRES
TO PURSUE AN ACQUISITION, JOINT VENTURE, PARTNERSHIP, OR
OTHER POTENTIAL BUSINESS RELATIONSHIP WITH COMPANY.
6.Term.
This Agreement shall continue from the Effective Date until
terminated by either Party by giving thirty (30) days written
notice to the other Party of its intent to terminate this
Agreement. Notwithstanding such termination, the obligations
of the Parties concerning confidentiality shall terminate
five (5) years following receipt of the Confidential Information.
7.Exceptions
to Confidential Information. The receiving party of
Confidential Information shall have no obligation with respect
to information which (i) was rightfully in possession of
or known to the receiving party without any obligation of
confidentiality prior to receiving it from the disclosing
party; (ii) is, or subsequently becomes, legally and publicly
available without breach of this Agreement; (iii) is rightfully
obtained by the receiving party from a source other than
the disclosing party without any obligation of confidentiality;
(iv) is developed by or for the receiving party without
use of the Confidential Information and such independent
development can be shown by documentary evidence; (v) becomes
available to the receiving party by wholly lawful inspection
or analysis of products offered for sale; and (vi) is transmitted
by a party after receiving written notification from the
other party that it does not desire to receive any further
Confidential Information. Further, the receiving party may
disclose Confidential Information pursuant to a valid order
issued by a court or government agency, provided that the
receiving party provides the disclosing party: (a) prior
written notice of such obligation; and (b) the opportunity
to oppose such disclosure or obtain a protective order.
8.Disclosure.
Except as provided in Section 1, the receiving party shall
not disclose the Confidential Information to any third party
without the prior express written consent of the other party
and only for the purpose stated herein. If consent is granted,
such third party shall have entered in a Non-Disclosure
Agreement with receiving party which require the other party
to use the same degree of care, but no less than a reasonable
degree of care, as it uses to protect its own confidential
or proprietary information of a like nature.
9.Return
or Destruction of Confidential Information. Upon written
demand by the disclosing party, the receiving party shall:
(i) cease using the Confidential Information, (ii) return
the Confidential Information and all copies, notes or extracts
thereof to the disclosing party within seven (7) days of
receipt of demand; and (iii) upon request of the disclosing
party, certify in writing that the receiving party has complied
with the obligations set forth in this paragraph.
10.Injunctive
Relief. Each party acknowledges that monetary remedies
may be inadequate to protect Confidential Information and
that injunctive relief may be appropriate to protect such
Confidential Information.
11.Export.
The parties acknowledge that the Confidential Information
disclosed by each of them under this Agreement may be subject
to export controls under the laws of the United States.
Each party shall comply with such laws and agrees not to
knowingly export, re-export or transfer Confidential Information
of the other party without first obtaining all required
United States authorizations or licenses.
12.Disclaimer.
CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITH ALL FAULTS.
IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR THE
ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION.
13.Survival.
Upon termination or expiration of this Agreement, all rights
and obligations shall cease forthwith, and each Party shall
cease using any Confidential Information received from the
other Party prior to such termination or expiration for
such purpose granted in this Agreement and shall not make
any further use or disclosure thereof. The completion of
business analyses by Cisco of Company based on Confidential
Information received from Company prior to the termination
or expiration of this Agreement will not be deemed a breach
of this Section. The provisions of confidentiality shall
survive any such termination or expiration.
14.Press
Release. Neither Party shall make any press release
or public disclosure regarding this Agreement or the information
exchanged on the Cold Call/Lead Manager Tool web site without
the prior written consent of the other Party. The specific
contents of the press release will be mutually agreed upon.
Notwithstanding, the Parties wish to facilitate such releases
as shall be in the best interests of both Parties.
15.Assignment.
This Agreement and the rights and duties under it may not
be assigned by either Party without the express prior written
consent of the other Party. Subject to the foregoing this
Agreement shall be binding upon the Parties hereto and their
respective heirs, successors and assigns.
16.Notices.
Notices to be given or submitted by either Party to the
other pursuant to this Agreement shall be directed to the
address of Company provided to Cisco and, in the case of
notices to Cisco, to the attention of the Cisco Cold Call/Lead
Manager Administrator, c/o Mail Stop SJ 10-2, Cisco Systems Inc.,
300 East Tasman Drive, San Jose, CA 95134 with a copy
to Cisco Systems, Inc., Legal Services, 170 W. Tasman Drive,
San Jose, California 95134-1706. Any notice given pursuant
to this section shall be deemed given upon personal delivery,
or five days after the day of postmark thereof if sent by
prepaid Certified or Registered Mail, Return Receipt Requested.
17.Severability.
If any clause or provision of this Agreement is determined
to be invalid or unenforceable for any reason, it shall,
to the extent possible, be adjusted rather than voided,
in order to achieve the intent of the Parties. In any event,
all other terms and provisions shall be deemed valid and
be enforceable to the maximum extent permissible.
18.Governing
law. This Agreement shall be construed in accordance
with the laws of the State of California.
19.Entire
Agreement. This Agreement represents the entire agreement
of the Parties hereto pertaining to the subject matter of
this Agreement, and supersedes any and all prior oral discussions
and/or written correspondence or agreements between the
Parties with respect thereto.
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