This Agreement shall govern the disclosure and furnishing by MSI to Registered Reseller/Reseller sales of certain written confidential and proprietary information of MSI which is marked as proprietary or confidential (hereinafter "Proprietary Information") and the use and return of such information by Registered Reseller/Reseller sales. Proprietary Information is either owned by MSI, or is owned by a third party and is in MSI's possession pursuant to an agreement of confidentiality.
The Proprietary Information will be used by the Registered Reseller/Reseller sales only for the purpose of the consulting work being undertaken by the registered reseller for MSI as part of the Registered Reseller's Marketing and Internal Training requirements. Registered Reseller/Reseller sales agrees that registered reseller shall receive the Proprietary Information subject to the following conditions:
- Registered Reseller/Reseller sales shall not disclose the Proprietary Information to anyone except persons who have signed a non-disclosure agreement incorporating these terms.
- Registered Reseller/Reseller sales shall not copy the Proprietary Information without permission and shall return to MSI any portion of the Proprietary Information at any time upon request by MSI.
- The obligations stated herein shall be binding upon registered reseller until the first anniversary date of this Agreement, or until:
- The Proprietary Information appears in a printed publication; or
- The Proprietary Information ceases to be confidential other than as a breach of this Agreement by Registered Reseller/Reseller sales.
- Registered Reseller/Reseller sales shall have no obligations hereunder for Proprietary Information which:
- at the time of disclosure is in the public domain;
- at the time of disclosure is known to Registered Reseller/Reseller sales without an agreement to treat confidential;
- is independently developed by Registered Reseller/Reseller sales without reference to the Proprietary Information received from MSI; or
- is required to be released by Registered Reseller/Reseller sales as a result of subpoena or order of judicial or administrative body.
- Registered Reseller/Reseller sales shall not export or re-export Proprietary Information.
- Registered Reseller/Reseller sales acquires no intellectual property rights under this Agreement, except the limited right to use set out explicitly above. This Agreement shall be governed by and construed in accordance with laws of the State of California.