Substantive editing sample 64:
Nondisclosure agreement

Here the substantive editing requires a light hand, because of the subtleties in the "legalese." The names of companies and individuals have been changed.

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Mutual Nondisclosure Agreement This Nondisclosure Agreement (the "Agreement") is an agreement of nondisclosure of technological information between Benvolio Japan Corporation (the "First Party"), a wholly owned subsidiary of the Bardofavon Corporation of Korea, and Widgets Systems Japan Corporation (the "Second Party"). The First Party will vend the research and development of printed circuit boards to the Second Party. These boards will be used on the First Party's hard disk drive products. After the signing of the Agreement, both parties will be bound by the following rules and conditions: Clause 1. Purpose of Disclosure The purpose of this Agreement is (i) to permit the parties to evaluate whether to enter into a manufacturing relationship and related projects and (ii) in the event such a relationship is commenced, to permit the parties to exchange Confidential Information (as defined below). In connection with the project, either party (the "Disclosing Party") may disclose Confidential Information as defined below to the other party (the "Receiving Party"). Clause 2. Confidential Information Information that is to be treated as Confidential under this Agreement shall (i) Be disclosed in tangible form (including electronic form) and marked by the Disclosing Party as "Confidential," "Proprietary," or other appropriate legend indicating the confidential nature of the information or (ii) be disclosed orally or visually and be identified by the Disclosing Party as confidential and then summarized in tangible form, marked in accordance with Section (i) above, and delivered to by the Receiving Party within thirty days after the date of first disclosure. Include (i) samples and prototypes (ii) information, in any form or medium, regarding pricing, customers and prospective customers, vendors, and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, or any other business information relating to the Disclosing Party, whether constituting a trade secret, proprietary information or otherwise, which has value to the Disclosing Party and is treated by the Disclosing Party as being confidential. Information in the following categories shall not be considered Confidential information under this Agreement: Information which is in the public domain at the time of the receipt under this Agreement Information which comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Receiving Party Information which the Receiving Party can show was in the Receiving Party's possession before the date of disclosure under this Agreement Information that the Receiving Party can show was acquired by the Receiving Party from a third party who was not known by the Receiving Party to be under an obligation of confidence to the Disclosing Party Information which the Receiving Party can show was independently developed by the Receiving Party. In addition, Confidential Information of the Customer shall not include information disclosed to Widgets Japan regarding the manufacturing process or the design of printed circuit boards, enclosures, back-planes, or cable assemblies. Clause 3. Duty to Protect/Publicity The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a similar nature. The Receiving Party shall (i) limit access to all Confidential Information to its agents, representatives, consultants, and contractors who shall reasonably require access to the Confidential Information for the purpose set forth above and to third party vendors for the purpose of obtaining price quotations (ii) use due diligence to insure that all such persons are aware of, understand their obligations, and comply with the provisions of this Agreement. Each party agrees not to publicize or disclose the existence or terms of this Agreement to any third party without the prior consent of the other party except as required by law (in which case, the party seeking to disclose the information shall give reasonable notice to the other party of its intent to make such a disclosure). Neither party shall make any press release or similar public statement without the prior consent of the other party. (iii) This Agreement controls Confidential Information which is disclosed from the effective date for a period of three (3) years at which time the Agreement will terminate unless extended in writing by both parties. The Receiving Party's duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. (iv) As a exemption to Section (ii), the Receiving Party can disclose the content of this Agreement to a third party if that Third Party is Bardofavon Corporation of Korea. Clause 4. Duty to Protect -Management and Employee Responsibilities The Receiving Party shall protect the disclosed Confidential Information within its organization by limiting its access to only those management staff and employees who are directly related with the project. The Receiving Party shall ensure that the intent and purpose of confidentiality is well understood and closely abided by its management staff and employees (including the retired personnel). The Receiving Party shall bear all responsibility for leakage of Confidential Information by former or retired management staff and employees. Clause 5. Court Orders Nothing contained in this Agreement shall restrict the Receiving Party from disclosing Confidential Information that is required to be disclosed under any law, subpoena, or court order provided that the Receiving Party provides the Disclosing Party with prompt notice so that the Disclosing Party may, at its expense, seek a protective order or take other appropriate measures. Clause 6. Usage of Confidential Information The Receiving Party shall use the Confidential Information disclosed by the Disclosing Party only for the execution of the project. Clause 7. Copying of Documents The Receiving Party shall limit the number of copies of Confidential Information at the minimal level required for research and development. These copies shall also be subject to the conditions of this Agreement. Clause 8. Disclosure to a Third Party The Receiving Party shall acknowledge that all rules and conditions of the Agreement that apply to the Receiving Party also apply to a Third Party, if any (referred to as "Third Party Disclosure"). The sub-vending of parts of this project from the Receiving Party to a third party shall be approved by the Disclosing Party prior to the actual sub-vending. The Receiving Party shall bear the full responsibilities of a Third Party Disclosure information leakage should there be a leakage of Confidential Information provided by the Disclosing Party. Clause 9. Nonexistence of Disclosure Responsibilities The signing of this Agreement does not mean that the Receiving Party has the obligation to provide the Disclosing Party with part of or all of the information on proprietary rights obtained by the Receiving Party before the signing of this Agreement. Clause 10. Control Responsibilities The Receiving Party has the obligation to differentiate all Confidential Information for this project with the other project information and to place it under the good supervision of a responsible person. Clause 11. Responsibilities on Returning During the disclosure period as stated in Clause 3 and even after the expiration of the period, the Receiving Party has the obligation to return or to dispose of the Confidential Information when requested to by the Disclosing Party. When Confidential Information is disposed of by the Receiving Party, it shall be reported to in writing to the Disclosing Party. Clause 12. Dissolution of Agreement and Indemnification When the Receiving Party violates any rules or conditions of this Agreement, the Disclosing Party may abrogate the Agreement at any time without any prior notice to the Receiving Party. Regardless of the above (Item 1), the Receiving Party must indemnify the Disclosing Party for any financial losses incurred from the disclosure of the Confidential Information. Clause 13. Intellectual Property Rights When the Receiving Party develops a new technology based on the Confidential Information provided by the Disclosing Party, the Receiving Party must report the details of the new technology to the Disclosing Party and hold discussions with the Disclosing Party prior to filing of a patent. This Agreement does not permit the filing of a patent solely by the Receiving Party when the technology in question is based on knowledge acquired through Confidential Information provided by the Disclosing Party. Clause 14. Disclosure Period and Expiration This Agreement controls Confidential Information which is disclosed from the effective date for a period of three (3) years at which time the Agreement will terminate unless extended in writing by both parties. The Receiving Party's duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. Clause 15. Exlusive Jurisdiction Agreement Both parties shall agree that any lawsuit filed by one party to the other party will be brought for jurisdiction at the Yokohama District Court of First Instance. Clause 16. Holding Discussions Both parties shall hold discussions when situations not stated in this Agreement arise or when one party questions the authenticity of a Clause of this Agreement. Clause 17. Changes to the Agreement Any change to this Agreement will be made in writing and shall be signed and sealed by the responsible persons of both parties. Two parts of this Agreement shall be made and shall be held by each signing party. Date: March 22, 2004 Kazunari Gomi General Manager of Yokohama Research Lab Benvolio Corporation 15-2, Honmoku Osato-cho, Tsurumi-ku Yokohama-shi, Kanagawa-ken Hideo Kashiwagi President Widgets Systems Japan CORENEX S-2 Bldg. 5th Floor 18-2, Shin-Yokohama, Kohoku-ku Yokohama-shi, Kanagawa-ken

Markup
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Mutual Nondisclosure Agreement This Nondisclosure Agreement (the "Agreement") is an agreement of nondisclosure of technological information between Benvolio Japan Corporation (the "First Party"), a wholly owned subsidiary of the Bardofavon Corporation of Korea, and Widgets Systems Japan Corporation (the "Second Party"). The First Party will vend the research and development of printed circuit boards to the Second Party. These boards will be used on the First Party's hard disk drive products. After the signing of the Agreement, both parties will be bound by the following rules and conditions: Clause 1. Purpose of Disclosure The purpose of this Agreement is (i) to permit the parties to evaluate whether to enter into a manufacturing relationship and related projects and projects, and (ii) in the event such if such a relationship is commenced, to permit the parties to exchange Confidential Information (as defined below). in Clause 2). [Words such as "below" and "above" are vague, and are problematic, especially in a contract.] In connection with the project, either party (the "Disclosing Party") may disclose Confidential Information as defined below to in Clause 2 to the other party (the "Receiving Party"). Clause 2. Confidential Information Information that is to be treated as Confidential under this Agreement shall (i) Be disclosed in tangible form (including electronic form) and marked by the Disclosing Party as "Confidential," "Proprietary," or other appropriate legend indicating the confidential nature of the information or information, or (ii) be disclosed orally or visually and be identified by the Disclosing Party as confidential and then summarized in tangible form, marked form; marked in accordance with Section (i) above, and ["Section (i) above" is ambiguous, especially in a contract. It's better just to repeat the phrase.] as "Confidential," "Proprietary," or other appropriate legend indicating the confidential nature of the information, and delivered to by the Receiving Party within thirty days thirty (30) days [for consistency with how the contract treats other time periods] after the date of first disclosure. Include (i) samples and prototypes (ii) information, prototypes; or (ii) information, in any form or medium, regarding pricing, customers and prospective customers, vendors, and vendors and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulae, formulas, [Webster's dictionary prefers "formulas" to "formulae."] computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, or any other business information relating [The foregoing phrase does not parse correctly. The sentence has "information, in any form or medium, regarding pricing, ... or any other business information..." --essentially "information regarding information," which is an awkward recursive construction.] anything else relating to the Disclosing Party, whether constituting a trade secret, proprietary information or information, or otherwise, which has value to the Disclosing Party and is treated by the Disclosing Party as being confidential. Information in the following categories shall not be considered Confidential information under this Agreement: [The following list should be bulleted, not numbered, because there is no implied order, and the individual items are not referred to elsewhere.] Information which is in the public domain at the time of the receipt under this Agreement Information which comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Receiving Party Information which the Receiving Party can show was in the Receiving Party's possession before the date of disclosure under this Agreement Information that the Receiving Party can show was acquired by the Receiving Party from a third party who was not known by the Receiving Party to be under an obligation of confidence to the Disclosing Party Information which the Receiving Party can show was independently developed by the Receiving Party. In addition, Confidential Information of the Customer shall not include information disclosed to Widgets Japan regarding the manufacturing process or the design of printed circuit boards, enclosures, back-planes, or cable assemblies. Information which is that is in the public domain at the time of the receipt under this Agreement Information which comes that comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Receiving Party Information which the that the Receiving Party can show was in the Receiving Party's possession before the date of disclosure under this Agreement Information that the Receiving Party can show was acquired by the Receiving Party from a third party Third Party who was not known by the Receiving Party to be under an obligation of confidence to the Disclosing Party Information which the that the Receiving Party can show was independently developed by the Receiving Party. [The following sentence should come after the list, not be part of the fifth list item.] In addition, Confidential Information of the Customer shall not include information disclosed to Widgets Japan regarding the manufacturing process or the design of printed circuit boards, enclosures, back-planes, or cable assemblies. In addition, Confidential Information of the Customer shall not include information disclosed to Widgets Japan regarding the manufacturing process or the design of printed circuit boards, enclosures, back-planes, or cable assemblies. Clause 3. Duty to Protect/Publicity Protect: Publicity [The slash is an ambiguous mark here, whereas the colon is unambiguous.] The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as as the Receiving Party uses to protect its own Confidential Information of a similar nature. nature, to prevent the unauthorized use, dissemination, or publication of the Confidential Information. [The markup in the previous sentence was to fix a misplaced modifier.] The Receiving Party shall [In the following list, arabic arabic numerals should be used rather than lowercase roman numerals, for consistency with other clauses (for example, Clause 2).] (i) limit 1. Limit access to all Confidential Information to its agents, representatives, consultants, and contractors who shall reasonably require access to the Confidential Information for the purpose set forth above and in Clause 2 and to third party Third Party vendors for the purpose of obtaining price quotations (ii) use 2. Use due diligence to insure ensure that all such persons are aware of, understand of the provisions of this Agreement, understand their obligations, and obligations under those provisions, and comply with the provisions of this Agreement. those provisions. [The foregoing markup was to fix problems of parallelism.] Each party agrees not to publicize or disclose the existence or terms of this Agreement to any third party Third Party without the prior consent of the other party except party, except as required by law (in which case, the party seeking to disclose the information shall give reasonable notice to the other party of its intent to make such a disclosure). disclosure; see Clause 5). Neither party shall make any press release or similar public statement without the prior consent of the other party. [Section (iv) really belongs here.] As a exception an exemption to Section (ii), this section, the Receiving Party can disclose the content of this Agreement to a third party Third Party if that Third Party is Bardofavon Corporation of Korea. (iii) This Agreement controls Confidential Information which is disclosed from the effective date for a period of three (3) years at which time the Agreement will terminate unless extended in writing by both parties. The Receiving Party's duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. [This entire Section (iii) is redundant with Clause 14.] (iv) As a exemption to Section (ii), the Receiving Party can disclose the content of this Agreement to a third party if that Third Party is Bardofavon Corporation of Korea. [This entire Section (iv) has been moved to the end of Section 2 (formerly Section ii).] Clause 4. Duty to Protect -Management Protect: Management and Employee Responsibilities [Consistency with Clause 3 title.] The Receiving Party shall protect the disclosed Confidential Information within its organization by limiting its access to only only to those management staff and employees who are directly related with related to ["involved in" might be more specific than "related to."] the project. The Receiving Party shall ensure that the intent and purpose of confidentiality is well understood and closely abided by its management staff and employees (including the retired personnel). The Receiving Party shall bear all responsibility for leakage of Confidential Information by former or retired management staff and employees. Clause 5. Court Orders Nothing contained in this Agreement shall restrict the Receiving Party from disclosing Confidential Information that is required to be disclosed under any law, subpoena, or court order provided order, provided that the Receiving Party provides the Disclosing Party with prompt notice so that the Disclosing Party may, at its expense, seek a protective order or take other appropriate measures. Clause 6. Usage Use of Confidential Information The Receiving Party shall use the Confidential Information disclosed by the Disclosing Party only for the execution of the project. Clause 7. Copying of Documents The Receiving Party shall limit the number of copies of Confidential Information at the minimal level required for research and development. These copies shall also be subject to the conditions of this Agreement. Clause 8. Disclosure to a Third Party The Receiving Party shall acknowledge that all rules and conditions of the Agreement that apply to the Receiving Party also apply apply also to a Third Party, if Party if any (referred to as "Third Party Disclosure"). The sub-vending subvending of parts of this project from the Receiving Party to a third party Third Party shall be approved by the Disclosing Party prior to the actual sub-vending. subvending. The Receiving Party shall bear the full responsibilities of a Third Party Disclosure information leakage should there be a leakage if there is a leakage of Confidential Information provided by the that had been provided by the Disclosing Party. Clause 9. Nonexistence of Disclosure Responsibilities The signing of this Agreement does not mean that the Receiving Party has the obligation to provide must provide the Disclosing Party with part of or all of the information on proprietary rights obtained by the Receiving Party before the signing of this Agreement. Clause 10. Control Responsibilities The Receiving Party has the obligation to differentiate all must segregate all Confidential Information for this project with project from the other project information and to place must place it under the good supervision of a responsible person. Clause 11. Responsibilities on Returning During the disclosure period as stated in Clause 3 14 and even after the expiration of the period, the Receiving Party has the obligation to return or to dispose of the Confidential Information when requested to by the Disclosing Party. When Confidential Information is disposed of by the Receiving Party, it shall the disposal shall be reported to in writing reported in writing to the Disclosing Party. Clause 12. Dissolution of Agreement and Indemnification When If the Receiving Party violates any rules or conditions of this Agreement, the Disclosing Party may abrogate the Agreement at any time without any prior notice to the Receiving Party. Regardless of the above (item 1), the [It's better to be explicit, even if the phrase must be repeated.] If the Receiving Party violates any rules or conditions of this Agreement, the Receiving Party must indemnify the Disclosing Party for any financial losses incurred from the disclosure of the Confidential Information. Clause 13. Intellectual Property Rights When If the Receiving Party develops a new technology based on the Confidential Information provided by the Disclosing Party, the Receiving Party must report the details of the new technology to the Disclosing Party and hold discussions with the Disclosing Party prior to filing of a patent. This Agreement does not permit the filing of a patent solely by the Receiving Party when if the technology in question is based on knowledge acquired through Confidential Information provided by the Disclosing Party. Clause 14. Disclosure Period and Expiration This Agreement controls Confidential Information which that is disclosed from the effective date for a period of three (3) years at years, at which time the Agreement will terminate unless extended in writing by both parties. The Receiving Party's duty of non-disclosure nondisclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. Clause 15. Exlusive Exclusive Jurisdiction Agreement Both parties shall agree that any lawsuit filed by one party to the other party will be brought for jurisdiction at the Yokohama District Court of First Instance. Clause 16. Holding Discussions Both parties shall hold discussions when situations not stated in this Agreement arise or when one party questions the authenticity of a Clause of this Agreement. Clause 17. Changes to the Agreement Any change to this Agreement will shall be made in writing and shall be signed and sealed by the responsible persons of both parties. Two parts of this Agreement shall be made and shall be held by each signing party. Date: March 22, 2004 Kazunari Gomi General Manager of Yokohama Research Lab Benvolio Corporation 15-2, Honmoku Osato-cho, Tsurumi-ku Yokohama-shi, Kanagawa-ken Hideo Kashiwagi President Widgets Systems Japan CORENEX S-2 Bldg. 5th Floor 18-2, Shin-Yokohama, Kohoku-ku Yokohama-shi, Kanagawa-ken

Result
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Mutual Nondisclosure Agreement This Nondisclosure Agreement (the "Agreement") is an agreement of nondisclosure of technological information between Benvolio Japan Corporation (the "First Party"), a wholly owned subsidiary of the Bardofavon Corporation of Korea, and Widgets Systems Japan Corporation (the "Second Party"). The First Party will vend the research and development of printed circuit boards to the Second Party. These boards will be used on the First Party's hard disk drive products. After the signing of the Agreement, both parties will be bound by the following rules and conditions: Clause 1. Purpose of Disclosure The purpose of this Agreement is (i) to permit the parties to evaluate whether to enter into a manufacturing relationship and related projects, and (ii) if such a relationship is commenced, to permit the parties to exchange Confidential Information (as defined in Clause 2). In connection with the project, either party (the "Disclosing Party") may disclose Confidential Information as defined in Clause 2 to the other party (the "Receiving Party"). Clause 2. Confidential Information Information that is to be treated as Confidential under this Agreement shall (i) Be disclosed in tangible form (including electronic form) and marked by the Disclosing Party as "Confidential," "Proprietary," or other appropriate legend indicating the confidential nature of the information, or (ii) be disclosed orally or visually and be identified by the Disclosing Party as confidential and then summarized in tangible form; marked as "Confidential," "Proprietary," or other appropriate legend indicating the confidential nature of the information, and delivered to the Receiving Party within thirty (30) days after the date of first disclosure. Include (i) samples and prototypes; or (ii) information, in any form or medium, regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulas, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, or anything else relating to the Disclosing Party, whether constituting a trade secret, proprietary information, or otherwise, which has value to the Disclosing Party and is treated by the Disclosing Party as being confidential. Information in the following categories shall not be considered Confidential information under this Agreement: Information that is in the public domain at the time of the receipt under this Agreement Information that comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Receiving Party Information that the Receiving Party can show was in the Receiving Party's possession before the date of disclosure under this Agreement Information that the Receiving Party can show was acquired by the Receiving Party from a Third Party who was not known by the Receiving Party to be under an obligation of confidence to the Disclosing Party Information that the Receiving Party can show was independently developed by the Receiving Party. In addition, Confidential Information of the Customer shall not include information disclosed to Widgets Japan regarding the manufacturing process or the design of printed circuit boards, enclosures, back-planes, or cable assemblies. Clause 3. Duty to Protect: Publicity The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, dissemination, or publication of the Confidential Information. The Receiving Party shall Limit access to all Confidential Information to its agents, representatives, consultants, and contractors who shall reasonably require access to the Confidential Information for the purpose set forth in Clause 2 and to Third Party vendors for the purpose of obtaining price quotations Use due diligence to ensure that all such persons are aware of the provisions of this Agreement, understand their obligations under those provisions, and comply with those provisions. Each party agrees not to publicize or disclose the existence or terms of this Agreement to any Third Party without the prior consent of the other party, except as required by law (in which case, the party seeking to disclose the information shall give reasonable notice to the other party of its intent to make such a disclosure; see Clause 5). Neither party shall make any press release or similar public statement without the prior consent of the other party. As an exemption to this section, the Receiving Party can disclose the content of this Agreement to a Third Party if that Third Party is Bardofavon Corporation of Korea. Clause 4. Duty to Protect: Management and Employee Responsibilities The Receiving Party shall protect the disclosed Confidential Information within its organization by limiting its access only to those management staff and employees who are directly involved in the project. The Receiving Party shall ensure that the intent and purpose of confidentiality is well understood and closely abided by its management staff and employees (including the retired personnel). The Receiving Party shall bear all responsibility for leakage of Confidential Information by former or retired management staff and employees. Clause 5. Court Orders Nothing contained in this Agreement shall restrict the Receiving Party from disclosing Confidential Information that is required to be disclosed under any law, subpoena, or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice so that the Disclosing Party may, at its expense, seek a protective order or take other appropriate measures. Clause 6. Use of Confidential Information The Receiving Party shall use the Confidential Information disclosed by the Disclosing Party only for the execution of the project. Clause 7. Copying of Documents The Receiving Party shall limit the number of copies of Confidential Information at the minimal level required for research and development. These copies shall also be subject to the conditions of this Agreement. Clause 8. Disclosure to a Third Party The Receiving Party shall acknowledge that all rules and conditions of the Agreement that apply to the Receiving Party apply also to a Third Party if any (referred to as "Third Party Disclosure"). The subvending of parts of this project from the Receiving Party to a Third Party shall be approved by the Disclosing Party prior to the actual subvending. The Receiving Party shall bear the full responsibilities of a Third Party Disclosure information leakage if there is a leakage of Confidential Information that had been provided by the Disclosing Party. Clause 9. Nonexistence of Disclosure Responsibilities The signing of this Agreement does not mean that the Receiving Party must provide the Disclosing Party with part of or all of the information on proprietary rights obtained by the Receiving Party before the signing of this Agreement. Clause 10. Control Responsibilities The Receiving Party must segregate all Confidential Information for this project from the other project information and must place it under the good supervision of a responsible person. Clause 11. Responsibilities on Returning During the disclosure period as stated in Clause 14 and even after the expiration of the period, the Receiving Party has the obligation to return or to dispose of the Confidential Information when requested to by the Disclosing Party. When Confidential Information is disposed of by the Receiving Party, the disposal shall be reported in writing to the Disclosing Party. Clause 12. Dissolution of Agreement and Indemnification If the Receiving Party violates any rules or conditions of this Agreement, the Disclosing Party may abrogate the Agreement at any time without any prior notice to the Receiving Party. If the Receiving Party violates any rules or conditions of this Agreement, the Receiving Party must indemnify the Disclosing Party for any financial losses incurred from the disclosure of the Confidential Information. Clause 13. Intellectual Property Rights If the Receiving Party develops a new technology based on the Confidential Information provided by the Disclosing Party, the Receiving Party must report the details of the new technology to the Disclosing Party and hold discussions with the Disclosing Party prior to filing of a patent. This Agreement does not permit the filing of a patent solely by the Receiving Party if the technology in question is based on knowledge acquired through Confidential Information provided by the Disclosing Party. Clause 14. Disclosure Period and Expiration This Agreement controls Confidential Information that is disclosed from the effective date for a period of three (3) years, at which time the Agreement will terminate unless extended in writing by both parties. The Receiving Party's duty of nondisclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. Clause 15. Exclusive Jurisdiction Agreement Both parties shall agree that any lawsuit filed by one party to the other party will be brought for jurisdiction at the Yokohama District Court of First Instance. Clause 16. Holding Discussions Both parties shall hold discussions when situations not stated in this Agreement arise or when one party questions the authenticity of a Clause of this Agreement. Clause 17. Changes to the Agreement Any change to this Agreement shall be made in writing and shall be signed and sealed by the responsible persons of both parties. Two parts of this Agreement shall be made and shall be held by each signing party. Date: March 22, 2004 Kazunari Gomi General Manager of Yokohama Research Lab Benvolio Corporation 15-2, Honmoku Osato-cho, Tsurumi-ku Yokohama-shi, Kanagawa-ken Hideo Kashiwagi President Widgets Systems Japan CORENEX S-2 Bldg. 5th Floor 18-2, Shin-Yokohama, Kohoku-ku Yokohama-shi, Kanagawa-ken