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聽 |
By: |
聽 |
Brian NeSmith |
Title: |
聽 |
President & CEO |
聽 |
聽 |
Title: |
聽 |
President & CEO |
Date: |
聽 |
October 20, 2007 |
聽 |
聽 |
Date: |
聽 |
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). |