Intel NDA found on floor

At the Intel Developer Forum, The Register was asked to sign a non-disclosure agreement. We never do so, partly for legal reasons and partly because we believe journalists should not and need not sign NDAs. We prefer to operate on trust and contacts and absolutely hate burning our contracts. For example, if an Intel representative said he or she trusted us not to publish before a certain date, we might or might not do so. There is another issue here. NDAs were invented by computer companies so they could tell their partners and customers something ahead of time. Journalists are neither partners nor customers of Intel, nor of any other computer company. Finally, the legal nature of NDAs is decidedly dodgy. Why, for example, should a Scottish journalist be bound by the Laws of Delaware? Is there a reciprocal agreement between the UK government and the State of Delaware? We don’t think so. As far as we aware, these pieces of paper are untested in courts. A few years ago, The Register obtained a future Intel roadmap from one of its OEMs and published the lot. At that time, the staffer worked for a big publishing house, and Intel’s European lawyers put the screws on us, big time. If we had ever signed an NDA with Intel, we would probably be, as the saying goes, bang to rights. We found this NDA lying around at the Intel Developer Forum and thought readers might be interested in its contents, so we scanned it in. We already knew that Intel had an eight-way system but didn’t know it was called Saber. What is codename Holmdel all about? Here it is:- SINGLE-USE NON-DISCLOSURE AGREEMENT This Single Use Non-Disclosure Agreement (‘Agreement') is entered into and made effective as of the date set forth above, by and between lntel Corporation ("Intel"), and the Participant identified below ("Participant"). The parties as specified below agree on the following terms: 1. Confidential Information. The confidential, proprietary and trade secret information being disclosed by the disclosing party ("ConfidentialInformation"), is that information marked with a "confidential","proprietary", or similar legend, and is described as: (Be specific.Include subject or product, any document title, drawing/document number, date, rev. etc.) (Use additional sheets if necessary.) (a) Intel Confidential Information): Future Roadmaps, Potential Partnerships, Timelines, Functionality and ArchitecturalConsiderations regarding the following Intel Lab Technologies: 8 Way Saber Enterprise System, Pentium® I11 processor enabled Intel Video Phone, "Athens" project, Pentium® III processor enabled Fan Duct Cooling System, Merced SDK, Advanced Libraries for Graphics Tools "Geyeserville' technology, New. 18 micron 400 & 433 notebooks, StrongARM technology utilizingnew Speech Recognition algorithms, Multi-Resolution MeshTechnology Format Conversion Tools, "Holmdel' technology,and Next Generation Content Protection Technology. (b) Participants Confidential Information: All Confidential Information received from the disclosing party will be in tangible form. Nontangible disclosures must be identified as confidential prior to disclosure and reduced to writing marked as provided above and delivered to the receiving party within thirty (30) days to be considered Confidential Information. 2. Disclosure will start on: Tuesday, February 23rd 1999. Disclosure may continue for up to thirty (30) days thereafter. The parties' representatives for disclosing or receiving Confidential Information are: Intel: Michelle Klein, Bill Hammond, Jay Gilbert, Scott Trotter, Andrew Liu, Bill Colson, Gary Carleton, Mark Holier, Monique Hayward, Craig Farrer, Rusty Schafer, Derek Everett, Patrick Bohardt, Debashis Chowdury, Will Schreiber, Bart Kessler, Dan James, & Brendan Traw. Participant: All information exchanged by the parties will be made by/to these representatives. 4. Obligations of Receiving Party. The receiving party will maintain the confidentiality of the Confidential Information of the disclosing party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree or care under the circumstances. The receiving party will not disclose any of the disclosing party's Confidential Information to employees or to any third parties except to the receiving party's employees, parent company and majority owned subsidiaries who have a need to know and who agree to abide by nondlsclosure terms at least as comprehensive as those set forth herein; provided that the receiving party will be liable for breach by any such entity. The receiving party will not make any copies of Confidential Information received from the disclosing party except as necessary for its employees, parent company and majority. owned subsidiaries with a need to know. Any copies which are made will be identified as belonging to the disclosing party and marked "confidential", "proprietary" or with a similar legend. 5.Period of Non-Assertion. Unless a shorter period is indicated below, the disclosing party will not assert any claims for breach of this Agreement or misappropriation of trade secrets against the receiving party arising out of the receiving party's disclosure of disclosing party's Confidential Information made more than five (5) years from the date of receipt of the Confidential Information by the receiving party. However, unless at least one of the exceptions set forth in Section 6 below has occurred, the receiving party will continue to treat such Confidential Information as the confidential information of the disclosing party and only disclose any such Confidential Information to third parties under the terms of a non-disclosure agreement. If initialed and filled in below, the period after which the disclosing party agrees not to assert claims against the receiving party with respect to the Confidential Information disclosed under this Agreement will be 24 months (not less than 24 nor more than 60 months), (/) 6. Termination of Obligation of Confidentiality. The receiving party will not be liable for the disclosure of any Confidential Information which is: (a) rightfully in the public domain other than by a breach of this Agreement of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party (d) independently developed by employees of the receiving party; or (e) generally made available to third parties by the disclosing party without restriction on disclosure. 7. Title. Title or the fight to possess Confidential Information as between the parties will remain in the disclosing party. 8. No Obligation of Disclosure; Termination. Neither party has any obligation to disclose Confidential Information to the other. Either party may terminate this Agreement at any time without cause upon written notice to the other party; provided that each party's obligations with respect to information disclosed during the term of this Agreement will survive any such termination. Either party may, at any time: (a) cease giving Confidential Information to the other party without any liability, and/or (b) request in writing the return or destruction of all or part of its Confidential Information previously disclosed, and all copies thereof, and the receiving party will promptly comply with such request, and certify in writing its compliance. 9.Residuals. Notwithstanding anything herein to the contrary, eitherparty may use Residuals for any purpose, including without limitation use in development, manufacture. promotion, sale and maintenance ofits products and services; provided that this right to Residuals does not represent a license under any valid patents, copyrights or other intellectual property rights of the disclosing party. The term "Residuals" means any information that are retained in the unaided memories of the receiving party's employees who have had access to the disclosing party's information pursuant to the terms of thisAgreement. An employee's memory is unaided if the employee has not intentionally memorized the information for the purpose of retaining and subsequently using or disclosing it. 10. General. (a) This Agreement is neither intended to nor will it be construed as creating a joint venture. partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information. (b) Both parties understand and acknowledge that no license under any patent, copyright, trade secret or other intellectual property right is granted to or conferred upon either party in this Agreement or by the transfer of any information by one party to the other party as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under any such intellectual property rights must be express and in writing. (c) The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party will not be deemed a waiver of any right minting to a subsequent breach of such provision or of any other right hereunder. (d) This Agreement will be governed by the laws of the State of Delaware without reference to conflict of laws principles. (e) This Agreement constitutes the entire agreement between the parties with respect to the disclosure(s) of Confidential Information described herein, and may not be amended except in a writing signed by a duly authorized representative of the respective parties. Any other agreements between the parties, including non-disclosure agreements, will not be affected by this Agreement. SIGNATURE BY AN AUTHORIZED REPRESENTATIVE OF EACH PARTY INTEL CORPORATION 2200 MISSION COLLEGE BOULEVARD SANTA CLARA, CA 95052-g 119 [Space for signatures etc.] ®