要访问这些文档, you must first read and accept 微米's electronic non-disclosure agreement. If the Recipient has a written confidentiality agreement with 美光科技有限公司. you will need to click "接受" at the bottom of this page, but the terms of the written confidentiality agreement will apply.
ON-LINE NONDISCLOSURE AGREEMENT THIS IS A LEGAL AGREEMENT BETWEEN YOU OR THE COMPANY YOU REPRESENT (EACH A "RECIPENT") AND MICRON TECHNOLOGY, 公司. ("MTI") STATING THE TERMS AND CONDITIONS THAT GOVERN THE CONFIDENTIALITY OF INFORMATION POSTED TO OR MADE AVAILABLE THROUGH THE MICRON WEBSITE. PLEASE CAREFULLY 读 THIS NONDISCLOSURE AGREEMENT ("AGREEMENT") BEFORE CLICKING "ACCEPT" AT THE BOTTOM OF THE PAGE. BY CLICKING ON"ACCEPT", RECIPIENT IS AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF RECIPIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS "DECLINE" AND RECIPENT WILL BE UNABLE TO ACCESS CONFIDENTIAL INFORMATION.
1. Written Nondisclosure Agreement. If Recipient and MTI have entered into a written confidentiality agreement ("Confidentiality Agreement") that is in effect as of the date Recipient enters into this Agreement and such Confidentiality Agreement already applies to and governs the 机密信息 (defined below), then the terms of such Confidentiality Agreement shall apply to and govern Recipient’s obligations concerning such 机密信息 and not the terms of this Agreement.
2. 机密信息. "机密信息" means any information or data posted to or made available through MTI’s secure website that is (i) marked or labeled as "Confidential" or "Proprietary" or with similar designation, or (ii) of a nature that a reasonable person would know such information is confidential. 机密信息 does not include that which:
(i) is proven by Recipient through competent evidence to rightfully have already been in Recipient's possession at the time of disclosure without an obligation of confidentiality;
(ii) is or becomes available to the public through no fault or breach on the part of Recipient;
(iii) is independently developed by Recipient without 使用 of or reference to the 机密信息;
or (iv) is rightfully obtained from a third party who has the right to transfer or dis关闭 it to Recipient without restriction.
3. Purpose of Disclosure and Restriction on Use. 机密信息 is dis关闭d hereunder strictly for the purpose of Recipient’s internal evaluation and/or to assist Recipient in the implementation of an MTI device or product into a commercial product ("Purpose"). Recipient shall 使用 the 机密信息 solely in accordance with the terms of this Agreement to accomplish the Purpose and shall make no further 使用, 全部地或部分地, of the 机密信息.
4. 保密. Recipient agrees to protect the 机密信息, using at least the same degree of care it 使用s to protect its own confidential and proprietary information, but in no case with less than reasonable care. 接收方不得透露, publish or disseminate 机密信息 to anyone other than those of its employees, 代理, contractors and consultants (collectively "Representatives") who have a need to know the information in order to accomplish the Purpose and who are bound by a written agreement that prohibits unauthorized disclosure or 使用 of 机密信息 on terms no less restrictive and protective than those contained within this Agreement. Recipient will be responsible for any violation of the terms of this Agreement by its Representatives. Recipient may dis关闭 机密信息 to the extent required by law, provided Recipient shall promptly notify MTI in writing of such requirement to dis关闭 and Recipient shall cooperate with MTI’s efforts to protect the 机密信息. Recipient shall notify MTI promptly in writing in the event of any disclosure of the 机密信息 which is not authorized under this Agreement.
5. 反馈. Notwithstanding any other provision in this Agreement, if Recipient provides any ideas, suggestions or recommendations to MTI regarding 机密信息 ("反馈"), MTI is free to 使用 and incorporate such 反馈 in MTI’s products, without payment of royalties or other consideration to Recipient, so long as MTI does not infringe Recipient’s patents, 版权 or trademark rights in the 反馈.
6. 副本. Recipient shall not make any copies of 机密信息 except as strictly necessary to carry out the above-stated Purpose. Any copies that are made must be identical to the original, 不可修改, and shall be considered the property of MTI.
7. 没有许可. 没有保修. Except as expressly set forth herein, no license is granted hereunder to any patents, 版权, 掩模作品, 或者商标, 外之意, 禁止反言或其他. Any such license must be express and in writing from MTI. All 机密信息 shall remain the property of MTI and nothing in this Agreement shall restrict MTI from using, disclosing or disseminating such 机密信息 in any way. CONFIDENTIAL INFORMATION IS DISCLOSED HEREUNDER "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER 公司LUDING, 但不限于, ANY REPRESENTATIONS OR WARRANTIES AS TO THE 精度, COMPLETENESS OR UTILITY OF SUCH CONFIDENTIAL INFORMATION.
8. Termination of Obligations of Confidentiality. This Agreement will become effective on the date Recipient clicks on "接受." Notwithstanding any termination of this Agreement, the provisions of this Agreement shall continue for a period of five (5) years from the date of each disclosure of 机密信息. MTI may terminate this Agreement at any time in its sole discretion upon written notice to Recipient (including such notice transmitted through this secure MTI website or via electronic mail to Recipient).
9. Return of 机密信息. Within ten (10) business days of MTI’s written request, 由MTI决定, Recipient shall return or certify to MTI the destruction of the 机密信息 including, 但不限于, hard copy and electronic documents and all materials created by Recipient that contain the 机密信息.
10. Governing Law and Attorneys' Fees. This Agreement shall be governed by the laws of the State of Idaho, U.S.A., excluding its conflict of laws principles. Recipient hereby consents to the personal jurisdiction of the courts of Idaho for any dispute arising out of this Agreement. 在任何诉讼中, action or proceeding arising out of or relating to this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and reasonable costs incurred.
11. 出口. 接收方同意 机密信息, 或其任何部分, shall not be 出口ed or 再出口ed, 直接或间接, 以任何形式, except in compliance with the U.S. 出口 Administration Act and all other applicable 出口 control laws or regulations.
12. 禁令救济. Recipient acknowledges and agrees that disclosure of 机密信息 in violation of the terms of this Agreement will ca使用 irreparable harm to MTI for which monetary damages would not be an adequate remedy. 因此, 接收方同意, in addition to any other remedies available to MTI, in the event of any breach or threatened breach of this Agreement, MTI shall be entitled to injunctive relief and Recipient waives any requirement for the posting of a bond in connection therewith.
13. 无默示放弃. MTI’s failure or delay in exercising any of its rights hereunder will not constitute a waiver of such rights unless expressly waived in writing.
14. 一般. 本协议:
(i) may be amended or modified only by an express writing signed by Recipient and an authorized representative of MTI;
(ii) will not be construed as creating any joint venture, partnership or other form of business association between the parties hereto;
(iii) is not assignable or delegable 全部地或部分地 by Recipient without the express written consent of MTI;
(iv) shall inure to the benefit of and be binding upon the parties, 他们的继任者, the assigns of MTI and the permitted assigns of Recipient;
and (v) is in the English 语言 only, which 语言 shall be controlling in all respects, and all versions of this Agreement in any other 语言 shall not be binding on the parties hereto.
15. 授权签署. The individual clicking on "接受" is entering into this Agreement and accessing 机密信息 either (1) as an individual, and hereby agrees that he or she shall be personally liable to MTI if 机密信息 is dis关闭d or 使用d in a manner not authorized by this Agreement, or (2) on behalf of an employer or other entity, and hereby represents and warrants that he or she has full legal authority to bind such employer or entity to this Agreement and that such employer or entity shall be legally bound by all of the terms and conditions of this Agreement as Recipient hereunder. IF CONFIDENTIAL INFORMATION IS FOR AN EMPLOYER OR ENTITY, BUT YOU DO NOT HAVE THE LEGAL AUTHORITY TO SO BIND SUCH EMPLOYER OR ENTITY, 那就不要访问, 视图, 读, OR DOWNLOAD IN ANY WAY CONFIDENTIAL INFORMATION, 不要点击“接受”."
In order to review documents, you must accept the NDA. If you do not accept these terms, select 下降 to exit this menu.
