MOTOROLA NON-DISCLOSURE AGREEMENT FOR
CONFIDENTIAL RESTRICTED INFORMATION
CLASSIFIED AS “RED”
File No: 71843
THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is
entered into as of the Effective Date, between Motorola
Electronics Pte Ltd. with offices at Motorola Innovation
Centre Level 6, 12 Ang Mo Kio St. 64, Ang Mo Kio Industrial
Park 3, Singapore 569088 (“Motorola”) and GrameenPhone
Ltd., with offices at Celebration Point, Road #113/A, Plot 3 &
5, Gulshan-2, Dhaka -1212, Bangladesh (“Recipient”).
1. Red Confidential Restricted Information is defined as
and includes any and all information consistent with the
Purpose described below that is (i) disclosed under this
Agreement in written, graphic, machine recognizable, and/or
sample or prototype form, being clearly designated, labeled or
marked as “Red” and “Confidential Restricted”, or its
equivalent, (ii) disclosed in oral disclosures indicated at the
time of disclosure as “Red” and “Confidential Restricted”, or
its equivalent, (iii) results obtained by examination, testing or
analysis of any hardware, software or any component part
thereof provided by Motorola to Recipient, or (iv) any and all
software, including but not limited to source code or binary
code, and any and all information related thereto, provided
however, in the event Recipient wishes to evaluate such
software not embedded in a prototype handset, a software
evaluation rider will be required and attached hereto. For
clarity and without limiting the foregoing, Red Confidential
Restricted Information includes Motorola prototype handsets,
being clearly designated, labeled or marked as “Red” and
“Confidential Restricted”, or its equivalent; Motorola product
branding, product description (product ID, name,
functionality, etc.), launch schedules, technical specifications;
and information related to any of the above, all being clearly
designated, labeled or marked as “Red” or “Confidential
Restricted”, or its equivalent. The nature and existence of this
Agreement are considered Red Confidential Restricted
Information. In the event that Red Confidential Restricted
Information is no longer classified by Motorola as “Red” but
instead is merely “Confidential”, Motorola shall label all such
information as “Yellow” or “Confidential, or its equivalent. In
such event, all terms recited herein shall apply to such Yellow
or Confidential Information except for the requirement to have
each Permitted Recipient execute an Acknowledgment as
described below.
2. The sole purpose of disclosing the Red Confidential
Restricted Information to Recipient is to provide marketing
samples, pricing and other information related to the sale of
certain Motorola products (the “Purpose”). “RED
CONFIDENTIAL RESTRICTED INFORMATION” IS
DISCLOSED SOLELY FOR TESTING AND
EVALUATION PURPOSES ONLY. ANY COMMERCIAL
USEAGE OF CONFIDENTIAL RESTRICTED
INFORMATION BY OR ON BEHALF OF RECIPIENT IS
STRICTLY PROHIBITED.
3. Recipient shall provide Motorola a list of all Recipient
employees permitted to have access to Red Confidential
Restricted Information (“Permitted Recipients”) and to update
this list as needed and to provide Motorola a copy of the same.
A list of all Permitted Recipient(s) and Motorola employees
(“Permitted Discloser(s)”) permitted to have access to Red
Confidential Restricted Information (“Access List”) will be
maintained by Motorola on a Motorola designated secure
internet repository to be provided to Recipient (“Secure Site”).
4. Recipient shall limit disclosure of Red Confidential
Restricted Information hereunder to only Permitted Recipients
and no other employees, persons or entities. Red Confidential
Restricted Information shall only be transmitted to Permitted
Recipients using only the encryption methods prescribed by
Motorola, including secured/password protected, non-public
email networks. Recipient will ensure that the Red
Confidential Restricted Information, if transmitted in
electronic format, shall only reside on a computer with
industry standard hard disk encryption. Recipient must
promptly inform Motorola of any Permitted Recipients that no
longer need access to Red Confidential Restricted Information
to perform their work function for Recipient, including but not
limited to individuals terminating employment with Recipient.
5. Unless such Permitted Recipient has indicated his
attendance and receipt of the Red Confidential Information by
providing his contact details to a meeting roster, all other
Permitted Recipients shall execute a separate Red Special
Individual Third Party Acknowledgment with Motorola
(“Acknowledgment”) prior to receiving Red Confidential
Restricted Information. This Agreement shall be affixed to
each such Acknowledgment.
6. Recipient will (i) not disclose Red Confidential
Restricted Information to any third party; (ii) restrict
disclosure of Red Confidential Restricted Information to only
those Permitted Recipients; (iii) not reverse engineer, de-
compile or disassemble any Red Confidential Restricted
Information; (iv) use the same degree of care as for its own
information of like importance, but at least use reasonable
care, in safeguarding against disclosure of Red Confidential
Restricted Information; and (v) promptly notify Motorola
upon discovery of any unauthorized use or disclosure of the
Red Confidential Restricted Information and take reasonable
steps to regain possession of Red Confidential Restricted
Information and prevent further unauthorized actions or other
breach of this Agreement. The obligations of this Section 6
shall survive the expiration or termination of this Agreement,
and shall be perpetual as it relates to Red Confidential
Restricted Information.
7. Recipient shall and shall ensure Permitted Recipients
will strictly comply with the procedures for protection of Red
Confidential Restricted Information pursuant to this
Agreement.
8. Recipient is not obligated to maintain as confidential,
Red Confidential Restricted Information that Recipient can
demonstrate by documentation (i) is now available or becomes
available to the public without breach of this Agreement; (ii)
is explicitly approved for release by written authorization of
Motorola; or (iii) is lawfully obtained from a third party or
parties without a duty of confidentiality.
9. If Recipient is required to disclose Red Confidential
Restricted Information pursuant to applicable law,
statute, or regulation, or court order, Recipient will
give to Motorola prompt written notice of the request
and a reasonable opportunity to object to such
disclosure and seek a protective order or appropriate
remedy. If, in the absence of a protective order, the
Recipient determines, upon the advice of counsel,
that it is required to disclose such information, it may
disclose only Red Confidential Restricted
Information specifically required and only to the
extent compelled to do so.
10. All Red Confidential Restricted Information remains
the property of Motorola and will not be copied or reproduced
without the express written permission of Motorola, except for
copies that are absolutely necessary in order to fulfill the
Purpose. Within ten (10) days of receipt of Motorola’s written
request, Recipient will return all Red Confidential Restricted
Information to Motorola along with all copies and portions
thereof, or certify in writing that all such Red Confidential
Restricted Information has been destroyed. No license,
express or implied, in the Red Confidential Restricted
Information is granted other than to use the Red Confidential
Restricted Information in the manner and to the extent
authorized by this Agreement. Motorola warrants that it is
authorized to disclose any Red Confidential Restricted
Information it discloses pursuant to this Agreement.
However, Motorola makes no other representation or warranty
of any kind with respect to the Red Confidential Restricted
Information.
11. This Agreement commences on the Effective Date and
continues for a period of two (2) years. Either party may
terminate this Agreement for any reason by giving 30 days’
written notice to the other party. Recipient’s obligations
regarding Red Confidential Restricted Information as stated in
paragraphs 6 and 8 will survive the expiration or termination
of this Agreement.
12. In the event Recipient requests and receives Prototypes
from Motorola receipt and handling of the same shall be
GrameenPhone Ltd.
2
subject to execution of a Prototype Handover & Sign off
Sheet.
13. Recipient acknowledges and agrees that any breach or
threatened breach of this Agreement would cause Motorola
and its Affiliates irreparable harm for which money damages
alone will not be an appropriate or sufficient remedy.
Recipient therefore agrees that Motorola or its Affiliates are
entitled to seek injunctive or other equitable relief to remedy
or prevent any breach or threatened breach of this Agreement.
Such remedy is not the exclusive remedy for any breach or
threatened breach of this Agreement, but is in addition to all
other rights and remedies available at law or in equity.
Recipient recognizes and acknowledges that Red Confidential
Restricted Information contains valuable Motorola trade
secrets.
14. Recipient will not transfer, directly or indirectly, any
product, technical data or software furnished hereunder or the
direct product of such technical data or software to any
country for which the United States or any other applicable
government requires an export license or other governmental
approval without first obtaining such license or approval.
15. This Agreement is the entire agreement between the
parties with respect to the subject matter contained herein and
supersedes all prior or contemporaneous oral or written
agreements concerning this subject matter. Notwithstanding,
Recipient and Motorola may have executed other agreements
for the protection of Recipient’s confidential information.
Information disclosed by Recipient to Motorola hereunder or
as related to the Purpose herein may be covered by those
existing agreements and nothing in this Agreement shall
supersede or alter the obligations of confidentiality under
those agreements, provided however, such obligations do not
conflict with any terms in this Agreement. This Agreement
may only be modified in writing by authorized representatives
of the Parties. Any understanding between the parties beyond
the Purpose of this Agreement will be set forth in a separate
written agreement containing appropriate terms and
conditions.
16. This Agreement shall be governed by and construed in
accordance with English laws.
17. This Agreement may be executed by the Parties in
identical counterparts, all of which together shall constitute the
final agreement. Executed counterparts may be exchanged by
facsimile transmission.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date signed by Recipient if unmodified,
or if modified, upon the date executed by both parties
(“Effective Date).
By:
(signature of authorized representative)
Name:

Title:

Date:
Motorola Electronics Pte Ltd.

By:
(signature of authorized representative)

Name: Spiros Nikolakopoulos

Title: VP, General Mgr, Asia Pacific, International Retail &
Distribution, Mobile Devices

Date: