Boilerplate template — not legal advice. Have counsel review before use.

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of (the “Effective Date”) by and between Burrard Systems (“Discloser/Recipient”) and , a corporation organized under the laws of (“Counterparty”), for the purpose of evaluating a potential license of the VE-2000 dual-codec video encoder IP (the “Purpose”).

1. Confidential Information

“Confidential Information” means all non-public information disclosed by either party in connection with the Purpose, whether written, oral, electronic or visual, including RTL source code, verification environments, datasheets, power and area characterization, pricing, and business terms, that is marked confidential or would reasonably be understood to be confidential.

2. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the recipient; (b) was known to the recipient without restriction before disclosure; (c) is independently developed without use of the discloser's Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.

3. Obligations

Each party shall: (a) use the other's Confidential Information solely for the Purpose; (b) not disclose it to any third party except to employees and advisors with a need to know who are bound by obligations at least as protective; (c) protect it with at least the same degree of care used for its own confidential information, and no less than reasonable care; and (d) not reverse engineer, decompile, or synthesize any disclosed RTL except as expressly agreed in writing for evaluation.

4. Compelled disclosure

A recipient may disclose Confidential Information to the extent required by law or court order, provided it gives the discloser prompt written notice (where lawful) and reasonable cooperation to seek protective treatment.

5. Term

This Agreement governs disclosures made during the two (2) year period following the Effective Date. Confidentiality obligations survive for five (5) years from the date of disclosure; obligations for source code and trade secrets survive for as long as the information remains a trade secret.

6. No license; no warranty

No license or other rights in either party's intellectual property are granted under this Agreement, by implication or otherwise. All Confidential Information is provided “AS IS,” without warranty of any kind.

7. Return or destruction

Upon written request, each party shall promptly return or destroy the other's Confidential Information and certify destruction, except for one archival copy retained as required by law or bona fide document-retention policy.

8. General

Neither party may assign this Agreement without the other's written consent. This Agreement is governed by the laws of , without regard to conflict-of-laws rules. It is the entire agreement between the parties regarding its subject matter and may be amended only in writing signed by both parties. Money damages may be inadequate for a breach; each party is entitled to seek injunctive relief.