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Revised 01/30/2006
Gray Cary\PA\10210602.2 1
Non-Disclosure Agreement
This non-disclosure agreement (“Agreement”) is made and entered into as of the date last
executed below (“Effective Date”) by and among _____________________________________,
having its business office at ________________________________________ (“Recipient”),
SD-3C LLC (“SD-3C LLC”) a Delaware limited liability company having its registered office at
1209 Orange Street, Wilmington, New Castle County, Delaware 19801, U.S.A. under
authorization of Panasonic Corporation, SanDisk Corporation and Toshiba Corporation
(collectively, “SD Group”), and SD Card Association (“SD Association”), a
California non-profit membership corporation having its principal place of business at 2400
Camino Ramon, Suite 375, San Ramon, California 94583, U.S.A. (SD-3C LLC and SD
Association each a “Discloser” and collectively “Disclosers”).
WHEREAS, SD Group has entered into a basic agreement to collaborate on the
development, marketing and licensing of a next generation card technology; and
WHEREAS, SD Group and SD Association have defined certain specifications with
respect to the next generation card technology; and
WHEREAS, SD-3C LLC (under authorization from the SD Group) and SD Association
collectively own certain confidential or proprietary information including, but not limited to,
specification designs, drawings, mask works, software, processes, data, know-how, plans,
services, samples, prototypes, application, and other information regarding technical
specifications for such next generation memory card technology as set forth in Exhibit A (the
“Confidential Information”); and
WHEREAS, SD-3C LLC and the SD Association desire to disclose to Recipient, and
Recipient is willing to accept, such Confidential Information on the terms and conditions in this
Agreement; and
WHEREAS, the purpose for disclosing the Confidential Information to Recipient is to
permit Recipient to evaluate the Confidential Information for use in developing, designing and/or
manufacturing possible future products which will be compliant with the Confidential
Information (the “Purpose”).
NOW, THEREFORE, in mutual consideration of the covenants and promises set forth
herein, and in consideration of the continued use of any specifications previously disclosed by
SD-3C LLC or SD Association to Recipient, the parties agree as follows:
1. Recipient shall not disclose the Confidential Information of SD Association or
SD-3C LLC to any third party. Recipient may disclose the Confidential Information only to
those of its employees who need to know such Confidential Information in order to carry out the
Purpose and who are bound in writing to terms and conditions substantially similar to, and at
least as protective of SD Association’s and SD-3C LLC’s rights as, those contained in this
Agreement. Recipient will immediately give notice to SD Association of any unauthorized use
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