Non-Disclosure Agreement

1. Cambridge Silicon Radio Limited is a member of the Cambridge Silicon Radio group of companies all of whose members are covered by this Agreement.
2. The RECEIVING PARTY shall hold in confidence all information and ideas of any kind relating to such possible collaboration (hereinafter referred to as “Confidential Information”) disclosed to it by the DISCLOSING PARTY, which are identified at time of disclosure as being confidential.
3. 1. The RECEIVING PARTY undertakes to apply to all Confidential Information disclosed in accordance with the provisions of this Agreement the same degree of care with which it treats and protects its own proprietary information against public disclosure. All such information and ideas shall not be disclosed to any third party without the written consent of the DISCLOSING PARTY.
   2. Where such consent is granted disclosure shall only be made to a third party where such third party accepts in writing similar obligations of confidence to those contained in this Agreement.
4. The RECEIVING PARTY undertakes to restrict its use of Confidential Information to work performed in conjunction with the DISCLOSING PARTY related to such possible collaboration and to ensure that dissemination of Confidential Information to the employees of its own organisation is on a “need to know” basis.
5. The RECEIVING PARTY acknowledges that Confidential Information contains valuable proprietary information of the DISCLOSING PARTY and that unauthorised disclosure could cause unnecessary commercial loss to the DISCLOSING PARTY.
6. For the purposes of this Agreement information and ideas shall not be considered to be Confidential Information if the Receiving party can prove that such information and ideas:
   1. are in or pass into the public domain other than by breach of this Agreement, or
   2. are known to the RECEIVING PARTY prior to disclosure by the DISCLOSING PARTY, or
   3. have been disclosed to the RECEIVING PARTY without restriction by a third party having the full right to disclose, or
   4. have been independently developed by an employee of the RECEIVING PARTY to whom no disclosure of Confidential Information has been made.
7. The obligations hereto relating to confidentiality and use of information and ideas shall survive the termination of this Agreement for a period of three (3) years.
8. The RECEIVING PARTY shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of the DISCLOSING PARTY. This Agreement shall not be construed as creating or implying on the Parties, or their Affiliates, either an obligation to disclose Confidential Information to the other Party or an obligation to enter into any other agreement or arrangement with each other.
9. Nothing in this Agreement shall be deemed to grant a licence directly or by implication under any registered design, patent, copyright, trade secret or patent application. The Confidential Information is delivered “AS IS” and all representations and warranties, expressed or implied, are hereby disclaimed, including but not limited to, that:
   1. the Confidential Information is accurate or reliable for any purposes whatsoever; and
   2. the use of the Confidential Information does not infringe any rights that may be held by a third party in respect of any such information.
10. This Agreement will automatically terminate three (3) years from the date hereof unless extended by mutual consent of the parties in writing provided, however, that no such termination shall serve to release the RECEIVING PARTY from its obligations as to confidentiality and use which shall remain in force in accordance with the provisions hereto.
11. In the event of such termination the RECEIVING PARTY undertakes to return to the DISCLOSING PARTY all documents and copies of the Confidential Information disclosed in accordance with the terms and conditions of this Agreement.
12. The failure by either Party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its right hereunder.
13. This Agreement constitutes the entire understanding between the Parties related to the protection of Confidential Information disclosed hereunder and supersedes all prior and collateral communications, reports and understanding between the Parties hereto relating to Confidential Information.
14. The Parties shall ensure that all communications to be made under or in connection with this Agreement, are made in writing.
15. This Agreement will be governed by and interpreted in accordance with the Laws of England and will be subject to the jurisdiction of the Courts of England. All disputes arising out of or in connection with this Agreement shall be finally settled in London, England under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The proceedings shall be conducted in the English language. Any arbitration award shall be final and binding and may, if necessary, be enforced by any court or authority having jurisdiction. The foregoing is without prejudice to the right of either Party to seek injunctive or other equitable or interim relief in relation to the protection of its Confidential Information.