Quantum Robotics Inc. (the “Disclosing Party”) intends to share certain Confidential Information relating to its SX-9 series servo motor platform with Precision Components Ltd. (the “Receiving Party”) solely to evaluate a prospective manufacturing partnership. The parties agree to the terms below.
Definition of Confidential Information
“Confidential Information” means any non-public technical or commercial information disclosed by the Disclosing Party, whether orally, visually, or in writing, including but not limited to:
- Servo motor mechanical designs, CAD files, and tolerance specifications for the SX-9 platform;
- Proprietary rotor winding geometries, magnet assemblies, and thermal management methods;
- Embedded firmware, control algorithms, and calibration procedures;
- Supply chain data, bill of materials, unit costings, and production schedules.
Obligations of the Receiving Party
The Receiving Party shall (i) hold all Confidential Information in strict confidence using no less than the same degree of care it applies to its own comparable proprietary information, and in no case less than a reasonable standard; (ii) restrict access solely to employees and contractors with a demonstrable need-to-know who are bound by written confidentiality obligations no less protective than this Agreement; and (iii) use Confidential Information exclusively for the Permitted Purpose of evaluating and, if mutually agreed, performing contract manufacturing services for Quantum Robotics Inc.
Permitted Purpose & Prohibited Uses
The Receiving Party shall not, directly or indirectly: reverse engineer, decompile, or disassemble any sample, prototype, or embedded firmware provided hereunder; manufacture, sell, or distribute products derived from the Confidential Information to any third party; or use the Confidential Information to develop competing servo motor technologies during the term of this Agreement or thereafter.
Term & Survival
This Agreement shall remain in effect for a period of five (5) years from the Effective Date. The Receiving Party's confidentiality and non-use obligations with respect to trade secrets shall survive indefinitely for as long as such information retains its status as a trade secret under applicable law.
Section 05 · Liquidated Damages
The parties acknowledge that the actual damages from any breach of this Agreement would be difficult to ascertain. Accordingly, the Receiving Party agrees to pay USD $500,000 per material breach as liquidated damages — a genuine pre-estimate of loss, not a penalty — in addition to any available injunctive or equitable relief.
Return or Destruction of Materials
Upon written request or termination of discussions, the Receiving Party shall, within fifteen (15) business days, return or securely destroy all tangible Confidential Information, including any copies, notes, and derivative analyses, and shall certify such return or destruction in writing signed by an authorized officer.
No License & No Warranty
Nothing in this Agreement grants the Receiving Party any license, title, or interest, whether by implication, estoppel, or otherwise, in the Confidential Information or any related intellectual property. Confidential Information is provided “AS IS” without warranty of any kind.
Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for the resolution of any disputes arising hereunder.