Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                      CONFIDENTIAL TREATMENT
                                                  REQUESTED BY STEREOTAXIS, INC.


11.2     The terms and conditions of this Agreement shall be deemed to be
         Confidential Information of both Parties.

11.3     All Confidential Information exchanged between the Parties:

11.3.1   shall be used by the receiving Party exclusively for the purposes of
         this Agreement, unless otherwise expressly agreed to in writing by the
         disclosing Party;

11.3.2   shall during the term of the Agreement and for a period of 5 years
         after its termination or expiration not be distributed or disclosed in
         any way or form by the receiving Party to anyone except its employees
         or those of an Affiliate, consulting firm, counsel or other
         professional advisors who reasonably need to know such Confidential
         Information for the purposes of this Agreement and who are bound to
         confidentiality either by their employment agreement or otherwise that
         is substantially similar to the confidentiality obligations under this
         Agreement. Prior to any disclosure to its Affiliates or to its
         consulting firms, the receiving Party must have an appropriate
         agreement with any such Affiliate or any such consulting firm
         sufficient to require the Affiliate or the consulting firm to treat
         Confidential Information in accordance with this Agreement. Any
         unauthorized disclosure of the disclosing Party's Confidential
         Information by the receiving Party, its Affiliates or Affiliates'
         employees or by its consultants shall constitute a breach of this 
         Agreement by the receiving Party;

11.3.3   shall be treated by the receiving Party with the same degree of care as
         is used with respect to the receiving Party's own equally important
         confidential information of a similar nature to avoid disclosure to any
         third party, but at least with reasonable care; and

11.3.4   shall remain the property of the disclosing Party.

11.4     The obligations of Section 11.3 above shall, however, not apply to any
         Confidential Information which:

11.4.1   was lawfully in the receiving Party's possession without
         confidentiality obligation prior to receipt from the disclosing Party;

11.4.2   is at this time of disclosure already in the public domain or becomes
         available to the public through no breach by the receiving Party;

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