25 September 2019 TIMCO Engineering Inc. 849 NW State Road 45 Newberry, FL 32669 Subject:
Terma North America Inc. 2461 South Clark Street Century Two, Suite 810 Arlington, VA 22202 USA T +1 (703) 412 9410 F +1 (703) 412 9415 info@termana.com www.terma.com Confidentiality Request Regarding Application For Certification of FCC ID: N9MSC5000. To Whom It May Concern:
Pursuant to Sections 0.457 and 0.459 of the Commissions Rules, Terma hereby requests permanent confidential treatment of information accompanying this application as outlined below (the Documents):
Internal Photos Block Diagram Schematics Operational Description Parts List Tune Up Info This Confidentiality Request to restrict access to equipment and documentation is to inform TIMCO that access to equipment and related documentation supplied by Terma is to be restricted to only authorized users to ensure the security of the equipment and confidentiality of related documentation at all times. Only designated professionals shall be allowed to maintain or service the equipment. is requesting Terma inaccessible to the general public and shall be kept in a secured and locked environment. internal photos be permanently confidential. This non-consumer device the is The reason for this request is that the Documents are of a technical nature and are not provided to the consumer because the consumer cannot service the device. Our products will be sold to a limited audience and Terma wishes the Documents to be inaccessible to the general public at all times. Appropriate documentation will be made be available only to Terma partners and integrators. Designated professionals under the employ of these partners and integrators will be responsible for service and maintenance of our products. Each partner and integrator will be under a non-disclosure agreement with Terma. A sample of the non-disclosure agreement is included at the end of this letter. The applicant understands that pursuant to Section 0.457 of the Rules, disclosure of this application and all accompanying documentation will not be made before the date of the Grant for this application. Template no: 405620-FA, Rev. A 1/6 Pursuant to DA04-1705, June 15, 2004 of the Commissions public notice, we also request temporary confidential treatment of information accompanying this application for ninety (90) days as outlined below:
External Photos Test Setup Photos Manual Sincerely, Dorothy Slovak Hersey General Counsel and Corporate Secretary Terma North America Inc. dottie.hersey@termana.com 571-228-5179 2/6 Agreement for Exchange and Non-Disclosure of Proprietary Information IFS AGR #XXXX AGREEMENT FOR THE EXCHANGE, NON-DISCLOSURE AND RESTRICTED USE OF PROPRIETARY INFORMATION
(Mutual Exchange) Effective Date), This agreement (hereinafter referred to as the Agreement), effective as of XXX 2019 (hereinafter referred to as the its place of business at _____________________, and XXXX, having its place of business at ______________________ (each hereinafter also referred to collectively as the Parties and individually as Party). into by and between XXXX, having is entered PURPOSE The purpose of this Agreement is to set forth rights and obligations of the Parties with respect to the use, handling, protection and safeguarding of proprietary information which is disclosed by and between the Parties in connection with XXXX (hereinafter the Purpose). IDENTIFICATION OF INFORMATION The type of information, which the Parties intend to exchange, is described as follows:
Information provided by XXXX:
Information provided by XXXX:
AGREEMENT Therefore, for and in consideration of a Partys (the Disclosing Party) disclosure to the other Party (the Receiving Party) of proprietary information (Information) which includes technical information, software products, business plans, marketing plans, future potential business relationships, and/or financial information originated by or otherwise within the knowledge of the Disclosing Party or other data which the Disclosing Party treats as company private, and which is identified in writing as proprietary at the time of disclosure or which, in the case of orally disclosed information, is identified as proprietary at the time of disclosure and is reduced to writing within 30 days thereafter (and which Information during this 30 day period shall be provided the same protection as provided Information identified in writing in accordance with the above), the Receiving Party accepts and receives such proprietary information in confidence and trust, subject to the following terms and conditions:
3/6 1 DISCLOSURE 1.1 The Disclosing Party discloses such Information only for the Purpose stated above. Unless otherwise authorized in writing by the Disclosing Party, the Receiving Party shall not disclose the Disclosing Partys Information to any third party, nor circulate it within its own organization except to persons with a need to know. Such persons shall be instructed that such Information is proprietary to the Disclosing Party. They shall not utilize the Information except for the Purpose stated above and shall not reproduce or otherwise duplicate any portion of the Information except to employee(s) designated in accordance with section 10 of this Agreement without the prior written consent of the Disclosing Party. 1.2 Nothing in this Agreement may be construed as compelling either Party hereto to disclose any Information to the other, or to enter into any further contractual relationships. 1.3 Each Party hereto, to the extent of its right to do so, shall disclose to the other Party only such Information, which the Disclosing Party deems appropriate to fulfill the objectives of this Agreement. The Parties hereto hereby represent that at the time of entering into this Agreement the disclosure of Information by and between themselves is not contrary to the laws and regulations of their respective countries. 2 PUBLIC DOMAIN 2.1 The Receiving Party shall not be liable for disclosure to any third party of the Disclosing Partys Information if and to the extent that such Information:
2.1.1 Has been published or was otherwise publicly known when disclosed to the Receiving Party;
2.1.2 Was in the Receiving Partys possession free of any obligation of confidence when disclosed to the Receiving Party;
2.1.3 Entered into the public domain through no fault of the Receiving Party after disclosure of it to the Receiving Party;
2.1.4 Was rightfully communicated by a third party to the Receiving Party free of any obligation of confidence after the Disclosing Party disclosed it to the Receiving Party;
2.1.5 Was developed by employees or agents of the Receiving Party independently of and without reference to the Disclosing Partys Information;
2.1.6 Is released by the Disclosing Party to any third party free from any obligation of confidence;
2.1.7 2.1.8 Is disclosed inadvertently, provided the Receiving Party uses the same degree of care (but no less than reasonable care) to safeguard such Information as it uses for its own information of like importance, and upon discovery of such inadvertent disclosure it shall use its best endeavors to prevent any further inadvertent use, publication, or dissemination; or Is disclosed pursuant to governmental or judicial order or request provided the Receiving Party shall, whenever practicable, promptly notify the Disclosing Party. Upon the Disclosing Partys request, the Receiving Party shall reasonably co-operate with the Disclosing Party in contesting such a disclosure (at the Disclosing Partys sole cost and expense). 2.2 The Party seeking the benefit of an exception from the confidentiality obligation according to clause 2.1 shall bear the burden of proof of its existence. 3 TITLE TO INFORMATION 3.1 The Disclosing Partys Information disclosed to the Receiving Party shall be and remain the property of the Disclosing Party. All such Information (including copies) shall be promptly destroyed, or returned to the Disclosing Party upon the Disclosing Partys written request or at the expiration or termination of this Agreement. If destruction is requested, the Receiving Party shall provide written certification of compliance within thirty (30) days of such request. 4 EXPORT REGULATIONS 4.1 This Agreement shall not authorize the export or re-export of export controlled Information. 4.2 Information disclosed under this Agreement may be designated as subject to export control under one or multiple jurisdictions, including, but not limited to, (i) Danish arms export control, (ii) EU dual use export 4/6 control, (iii) the International Traffic in Arms Regulations (ITAR, 22 CFR 120-130); and/or (iv) the Export Administrations Regulations (EAR, 15 CFR 730-799). Without derogating from such other obligations as the Receiving Party may have hereunder regarding its use, disclosure, or transfer of the Disclosing Partys Information, the Receiving Party expressly undertakes not to transfer such export controlled Information directly or indirectly to any third party (whether foreign or domestic), including any third country national or dual national unless in compliance with all applicable laws and regulations 5 CLASSIFIED INFORMATION 5.1 Any Information disclosed by and between the Parties under this Agreement which is Classified Information, i.e. information provided with a military security classification by the competent national military authorities, shall be identified by the Disclosing Party as Classified Information at the time of disclosure and the disclosure, protection, use, and handling of such information shall be in accordance with security procedures prescribed by the appropriate government in addition to the terms and conditions of this Agreement. 6 TERMINATION 6.1 Unless terminated earlier, termination will occur upon expiration of XX years from the Effective Date. This Agreement may be terminated earlier by either Party by ten (10) days written notice to the other Party. Termination shall not, however, affect these rights and obligations with respect to Information disclosed prior to termination. 6.2 These obligations of non-disclosure shall exist and continue for XX years. Upon termination or expiration of this Agreement the Receiving Party shall no longer be entitled to use Information received from the Disclosing Party under this Agreement. 7.1 This Agreement shall not be assigned by either Party. 7 ASSIGNMENT 8 LICENSE 8.1 No license to manufacture, sell or use, or other authority of any kind under any intellectual property right including, but not limited to, any trademark, patent or copyright, shall be implied or granted by this Agreement or by conveying of Information hereunder. 9 NO WARRANTIES AND LIMITATION OF LIABILITY 9.1 Information disclosed under this Agreement is provided "as is" and the Disclosing Party shall not be liable for the accuracy or completeness of the Information, nor for any claims, losses, or damages of any kind incurred by the Receiving Party as a result of its reliance upon or use of the Information. The sole liability of the Parties is limited to the obligations specifically addressed in this Agreement as to the exchange of Information. 10 POINT OF CONTACT 10.1 Each Party designates in writing the following employee(s) as the main contact person to receive Information exchanged pursuant to this Agreement. Any change of individual(s) shall be communicated to the other Party in writing:
Name:
Title:
E-mail:
For XXXX For XXXX Phone:
Phone:
Name:
Title:
E-mail:
5/6 11 GOVERNING LAW AND VENUE of laws principles. 11.1 This Agreement shall be governed by the laws of the State of New York without giving effect to its conflicts 11.2 The Parties agree that, in the event of a dispute arising from this Agreement, they shall endeavor to reach a settlement by mutual agreement. Failing this, the settlement of this dispute shall be finally achieved by arbitration under the rules of conciliation and arbitration of the International Chamber of Commerce (ICC), by one or more arbitrators appointed in accordance with the said rules. Such arbitration proceedings will take place in New York, New York USA, and the procedural language shall be English. The decision(s) of the arbitration tribunal shall be final and binding upon the Parties. 11.3 Without derogating from the above provision, each Party recognizes and acknowledges that in the event of breach of this Agreement, a Partys remedies at law may be inadequate and accordingly, each Party agrees that in the event of any actual or threatened breach of this Agreement, it shall have the right to seek injunctive relief or similar appropriate orders before any competent court and under any law, to restrain the other Party as a remedy for such breach. 12 ENTIRE AGREEMENT 12.1 This Agreement contains the entire agreement, and supersedes all prior and collateral communications and agreements of the Parties with respect to the protection of either Partys Information disclosed to the other with regard to the Purpose. No change or addition to any provision of this Agreement shall be binding except by a written amendment signed by both Parties. 12.2 The Parties agree that an electronic version of this Agreement exchanged by e-mail, once duly signed by the authorized representatives of each Party, shall constitute a binding agreement and shall have the same force and effect as a document bearing original signatures. For For Date: _________________________ Date: ________________________ _____________________________ Signature ______________________________ Signature 6/6