Are you an existing CES Wireless or Motorola Reseller:               Yes      No 

Are you currently working with someone at CES Wireless:         Yes      No    

If yes who:

Non-Disclosure and Non-Circumvention Agreement

 CES Wireless (the “owner”) has developed certain confidential information that is proprietary to CES Wireless and that CES Wireless believes has substantial value for commercial exploitation.  

To facilitate customer service, CES Wireless is making this information available from a password protected FTP site, and the Applicant is applying for a User Name and Password to access this material.

 1.         CES Wireless agrees to disclose the confidential information to the Applicant for the limited purpose, and subject to the terms and conditions, set forth in this Agreement.

 2.         Use of Confidential Information.  The Applicant will use the Confidential Information exclusively for the purpose of providing support for CES Wireless products. Except as required by law, the Applicant will not disclose any Confidential Information to any third party, excepting employees of the Applicant who have expressly agreed in writing to be bound by the terms of this Agreement, or make use of any Confidential Information in any manner without the Owner's prior written consent, that may be given or withheld by CES Wireless in his sole discretion. 

3.         Non-Circumvention.  In consideration for the Owner's disclosure of the Confidential Information, the Applicant will not at any time attempt in any manner to distribute or commercially exploit any of the Confidential Information without the Owner's prior written consent, that may be given or withheld by CES Wireless in his sole discretion. 

4.         Ownership and Return of Confidential Information.  The Applicant acknowledges that the Applicant has no ownership or proprietary rights in the Confidential Information.  Upon the Owner's request, the Applicant will immediately return to CES Wireless all Confidential Information provided to it, and will retain no materials relating thereto, including copies of, notes on, or abstracts of, any Confidential Information. 

5.         Further Agreements.  Nothing contained in this Agreement will be deemed, by implication or otherwise, to convey to the Applicant any rights in any Confidential Information, nor will this Agreement be deemed a commitment of any kind by either CES Wireless or the Applicant to enter into any further agreements with each other with respect to any Confidential Information.

 6.         Attorney's Fees; Equitable Relief.  In the event any action is brought to enforce this Agreement, the prevailing party will be entitled to recover its costs of enforcement including, without limitation, reasonable attorneys fees and court costs.  The parties acknowledge and agree that the extent of damage to CES Wireless in the event of breach by the Applicant of any of the covenants contained in this Agreement will be difficult or impossible to ascertain and that there will be no adequate remedy of law available to CES Wireless in the event of such breach.  Consequently, the Applicant agrees that, in the event of such breach, the Owner, in addition to receiving damages for the breach, will be entitled to enforce any and all of the covenants contained in this Agreement by injunctive or other equitable relief. 

 7.         General

 7.1       All notices, demands or consents required or permitted under this Agreement will be in writing and will be delivered personally or sent by facsimile, or certified or registered mail to the respective parties at the addresses defined on the first page of this Agreement, or at such other address as will be given by either party to the other in writing. 

7.2       No waiver, amendment or modification of any provisions of this Agreement will be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced.  No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, will operate as a waiver of any such right, power or remedy.

 7.3       The validity, construction and performance of this Agreement will be governed by the internal laws of the State of Florida, without regard to provisions regarding conflicts of law.  Disputes not resolved by arbitration, as provided below, will be heard in the appropriate federal or state courts located in Orange County, Florida..

 7.4       If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement will remain in full force and effect.

 7.5       This Agreement, including the attached Exhibits, constitutes the entire Agreement between the Buyer and the Seller concerning this transaction, and replaces all previous and contemporaneous communications, representations, understandings, and Agreements, whether verbal or written between the Buyer and the Seller or any official or representative of either of them.

 7.6       Any dispute relating to the interpretation or performance of this Agreement will be resolved at the request of either party through binding arbitration.  Arbitration will be conducted in Orange County, Florida in accordance with the then-existing rules of the American Arbitration Association.  Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction.  Owner and Company intend that this Agreement to arbitrate be irrevocable.)

            Captions and section headings used in this Agreement are for convenience only and are not a part of this Agreement and will not be used in construing it. 

Request FTP User Name and Password 

You must check this box confirming your agreement of the above to obtain the Username and Password.