| EXHIBIT C: MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT | |
| --------- | |
| THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN COMPANY, INC., 1275 HARBOR | |
| BAY PARKWAY, SUITE 100, ALAMEDA, CA 94502 ("Company") AND TELECOMMUNICATIONS | |
| D'HAITI S.A.M. | |
| ("BUYER"). | |
| 1. | |
| This Agreement shall apply to all confidential and proprietary | |
| information disclosed by the parties to the other, including but not limited to | |
| confidential product planning information, product specifications and other | |
| proprietary and business and technical information (hereinafter referred to as | |
| "Confidential Information"). | |
| As used herein, "Confidential Information" shall be | |
| in written, graphic, machine recognizable or other tangible or electronic form | |
| and marked "Confidential" or "Proprietary" or shown by implication that it is | |
| imparted or disclosed in confidence, or if disclosed orally or visually, shall | |
| be reduced to writing in summary form, identified as "Confidential Information" | |
| and sent to the Receiving Party within 15 days following such oral or visual | |
| disclosure. | |
| 2. | |
| Company and BUYER mutually agree to hold the other party's Confidential | |
| Information in strict confidence and not to disclose such Confidential | |
| Information to any third parties except after receiving prior consent by the | |
| disclosing party in writing. | |
| Company and BUYER shall use the same degree of | |
| care to avoid disclosure of such Confidential Information as each employs with | |
| respect to its own proprietary information of like importance or a greater | |
| degree if reasonable. | |
| 3. | |
| Company and BUYER agree that they will not use the other party's | |
| Confidential Information for any purpose other than for the intended purposes, | |
| without the prior written permission of the other party. | |
| 4. | |
| Company and BUYER mutually agree they may disclose such Confidential | |
| Information to their respective responsible employees with a bona fide need to | |
| know, and Company and BUYER agree to instruct all such employees not to disclose | |
| such Confidential Information to third parties and will ensure that such | |
| employees have agreed to similar non-disclosure provisions with Company or the | |
| BUYER, its own employees respectively. | |
| 5. | |
| Information shall not be deemed Confidential Information and the | |
| receiving party shall have no obligation regarding any information for which it | |
| can be proven in written documentation (a) is already known to the receiving | |
| party at the time that it is disclosed without use of the Confidential | |
| Information; (b) is or becomes publicly known through no wrongful act contrary | |
| to this Agreement of the receiving party; (c) is rightfully received from a | |
| third party without obligation of confidence or restriction on disclosure from | |
| receiving party and without breach of this Agreement; (d) is independently | |
| developed by the receiving party without use of Confidential Information; (f) is | |
| disclosed pursuant to a requirement of a valid court order provided that the | |
| Receiving Party provides (i) prior written notice for the disclosing party of | |
| such obligation and (ii) the opportunity to oppose such disclosure and (iii) it | |
| is disclosed for the extent and purposes or the order only. | |
| -22- | |
| <PAGE> | |
| Strategic Alliance [*] Lines Contract No. | |
| HT041101 | |
| Teleco Network Expansion | |
| 6. | |
| All Confidential Information shall remain the property of the | |
| disclosing party, and upon the written request of either party, the other party | |
| shall promptly return to the disclosing party all Confidential Information | |
| disclosed to it and all copies thereof or at the disclosing party's option shall | |
| destroy all such Confidential Information and shall provide the receiving party | |
| with a certificate that all Confidential Information has been destroyed. | |
| 7. | |
| Company and BUYER recognize and agree that nothing contained in this | |
| Agreement shall be construed as granting any rights, by license or otherwise to | |
| any Confidential Information disclosed pursuant to this Agreement. | |
| 8. | |
| This agreement shall be binding upon and inure to the benefit of the | |
| party's successors and assigns. | |
| This Agreement shall not be assignable by either | |
| party for the written consent of the other party, and any purported assignment | |
| not permitted hereunder shall be void. | |
| This document constitutes the entire | |
| agreement between the parties with respect to the subject matter hereof, and | |
| shall supersede all previous, understandings and agreements, either oral or | |
| written, between the parties or any official or representative thereof. | |
| 9. | |
| The obligations undertaken by each party pursuant to this Agreement | |
| shall remain in effect for three years from the last date of disclosure of | |
| Confidential Information, and shall survive any termination or expiration | |
| hereof. | |
| 10. | |
| None of the Confidential Information disclosed by the parties | |
| constitutes any representation, warranty, assurance, guarantee or inducement by | |
| either party to the either with respect to the infringement of trademarks, | |
| patents, copyrights; any right of privacy; or any rights of third persons. | |
| 11. | |
| The parties hereto are independent contractors. | |
| 12. | |
| This Agreement may be modified only by written amendment signed by both | |
| parties. | |
| This Agreement shall be construed in accordance with the laws of the | |
| State of California without regard to the conflict of laws provisions and shall | |
| be subject to the jurisdiction of the courts of the State of California. | |
| 13. | |
| The receiving party may make copies of Confidential Information only to | |
| the extent necessary for the purpose of this Agreement provided that the copies | |
| are marked "Confidential" and treated as Confidential Information in accordance | |
| with the terms of this Agreement. | |
| 14. | |
| Accordingly, nothing in this Agreement will be construed as a | |
| representation or inference prohibiting either party from developing products, | |
| having products developed for it, from entering into joint ventures, alliances, | |
| or licensing arrangements that all without violation of this Agreement, compete | |
| with the products or systems embodying the Confidential Information. | |
| -23- | |