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WHEREAS, Avantis holds information and data which is proprietary to Avantis related to installation, deployment, integration, and operation of Invensys Avantis software or related accessories supplied and required for the operation of the Invensys Avantis software (hereinafter called Proprietary Information);
WHEREAS, MEMBER desires to receive Proprietary Information to be disclosed at annual Avantis Users Group meetings and to be disclosed on Avantis Internet Site (Avantis.Users-Groups.com); and
WHEREAS, MEMBER is willing to receive Proprietary Information under the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties agree as follows:
1. Avantis agree to disclose and MEMBER agrees to receive the Proprietary Information.
2. MEMBER agrees not to use or disclose Proprietary Information except for the purpose of communications between participants in the Avantis Users Group. MEMBER agrees not to disclose the Proprietary Information to any person or organization unless the person or organization and the MEMBER enter a written, confidentiality and nonuse agreement having substantially the same terms and conditions as provided herein and MEMBER obtains prior written approval from Avantis.
3.The provisions of paragraph two (2) shall not apply to MEMBER's use or disclosure of information which:
(a) Now is or becomes generally known to the public without fault of MEMBER; (b) Is shown within thirty (30) days of disclosure to have been in MEMBER'S possession in writing prior to its disclosure by Avantis; or (c) Is received from an independent third party having no obligations of nondisclosure to Avantis.
4. Disclosure by Avantis to MEMBER of Proprietary Information under this agreement does not grant MEMBER any right or license to use this Information or any Letters Patent except for the purpose for which disclosure is made by Avantis.
5. MEMBER shall promptly return all documents and copies of documents provided under this agreement upon request by Avantis in the event the MEMBER no longer meets the following requirements for membership in the Avantis Users Group:
6. This Agreement shall be construed under the laws of the State of Texas.