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By:
Brian NeSmith
Title:
President & CEO
Title:
President & CEO
Date:
October 20, 2007
Date:
October 28, 2007
<PAGE> 1
EXHIBIT 99(c)(37)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT governs the disclosure of information by and
between Oacis Healthcare Systems Corp. ("OACIS") and Science Applications
International Corporation ("SAIC") as of November 4th, 1998 (the "EFFECTIVE
DATE").
1.
As used herein, "CONFIDENTIAL INFORMATION" shall mean any
and all technical and non-technical information provided by either party to the
other, including but not limited to (a) patent and patent applications, (b)
trade secret, and (c) proprietary information, ideas, techniques, sketches,
drawings, works of authorship, models, inventions, know-how, processes,
apparatuses, equipment, algorithms, software programs, software source
documents, and formulae related to the current, future, and proposed products
and services of each of the parties, and including, without limitation, their
respective information concerning research, experimental work, development,
design details and specifications, engineering, financial information,
procurement requirements, purchasing, manufacturing, customer lists, investors,
employees, business and contractual relationships, business forecasts, sales and
merchandising, marketing plans and information the disclosing party provides
regarding third parties.
2.
Each party agrees that at all times until termination or
expiration of this Agreement it will hold in strict confidence and not disclose
to any third party Confidential Information of the other, except as approved in
writing by the other party to this Agreement, and will use the Confidential
Information for no purpose other than evaluating or pursuing a business
relationship with the other party to this Agreement.
Notwithstanding the above,
the party to whom Confidential Information was disclosed (the "RECIPIENT") shall
not be in violation of this Section 3 with regard to a disclosure that was in
response to a valid order by a court or other governmental body, provided that
the Recipient provides the other party with prior written notice of such
disclosure in order to permit the other party to seek confidential treatment of
such information.
Each party shall only permit access to Confidential
Information of the other party to those of its employees or authorized
representatives having a need to know and who have signed confidentiality
agreements or are otherwise bound by confidentiality obligations at least as
restrictive as those contained herein.
3.
Each party shall immediately notify the other upon
discovery of any loss or unauthorized disclosure of the Confidential Information
of the other party.
4.
Each party's obligations under this Agreement with respect
to any portion of the other party's Confidential Information shall terminate
when the Recipient can document that: (a) it was in the public domain at the
time it was
<PAGE> 2
communicated to the Recipient by the other party; (b) it entered the public
domain subsequent to the time it was communicated to the Recipient by the other
party through no fault of the Recipient; (c) it was in the Recipient's
possession free of any obligation of confidence at the time it was communicated
to the Recipient by the other party; (d) it was rightfully communicated to the
Recipient free of any obligation of confidence subsequent to the time it was
communicated to the Recipient by the other party or (e) it was communicated by
the other party to an unaffiliated third party free of any obligation of
confidence.
5.
Upon termination or expiration of the Agreement, or upon
written request of the other party, each party shall promptly destroy or return
to the other all documents and other tangible materials representing the other's
Confidential Information and all copies thereof.
The Recipient agrees to destroy
all documents, memoranda, notes and other writings whatsoever prepared by the
Recipient or its employees or representatives based on the information contained
in the Confidential Information (except for references or summaries appearing in
minutes or corporate records).