NPDP™ Reseller/User Nondisclosure Agreement

This web site has been created for the purposes of providing the Recipient visitor a reasonable means of evaluating and signing up for the BSI NPDP Reseller/User Program.

USE OF THIS PAGE IS FOR CONSIDERING REGISTRATION AS AN NPDP Reseller/User. No one else should proceed due to the highly confidential nature of this information.

By logging on and viewing the subsequent information describing the BSI Reseller/User Program, RECIPIENT agrees to the terms set forth in this Nondisclosuer Agreement.

Whereas BSI has developed certain valuable information, concepts, ideas, or designs that BSI deems confidential (hereinafter referred to as the “Confidential Information”); and

Whereas, the RECIPIENT is in the business of using such Information for its projects and wishes to review the Confidential Information; and

Whereas, BSI wishes to disclose this Information, as provided in this Agreement.

Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, for a period of two years, the parties hereto agree as follows:

1. Disclosure. BSI shall disclose to the RECIPIENT the Confidential Information, which concerns the the sign-up process, rewards and obligations of being a National ParcelMap Data Portal (NPDP) Reseller/User for the purpose of providing national parcel layer (NPL) information services. For purposes of this agreement, “Confidential Information” shall mean information or material not generally known, which RECIPIENT may obtain knowledge of or access to as a result of its evaluation of the Information. Confidential Information may include data, know-how, algorithms, computer programs, plans, drawings, product concepts, reports, business and financial plans, strategies, budgets, pricing information, forecasts, inventions, and ideas.

2.RECIPIENT agrees that this disclosure is only for the purpose of the RECIPIENT"S evaluation to determine its interest in the commercial exploitation of the Information. RECIPIENT shall allow only its employees or others with a need-to-know to have access to the Confidential Information, provided such employees are informed of its confidential nature, and agree to be bound by these terms of confidentiality. RECIPIENT shall not provide access to the Confidential Information to third parties, including consultants and independent contractors without the express written approval of BSI. Recipient shall not reverse engineer, decompile or create derivative works of products provided by BSI as part of the evaluations to be conducted under this agreement.

3.Good Faith Negotiations. If, on the basis of the evaluation of the Information, RECIPIENT wishes to pursue the exploitation thereof, RECIPIENT agrees, according to the above conditions, to enter into good faith negotiations to arrive at a mutually satisfactory agreement for these purposes.

4. No Interest. Should RECIPIENT decide not to enter into an NPDP Reseller/User agreement with BSI, it shall within 30 days of a request by BSI return all documentation, software, and other confidential information provided under this agreement, whether in electronic or hard copy form, and certify the destruction of all copies of documents produced which contain the Confidential Information, as well as remove all electronic copies of same from its computers.

5. Entire Agreement; Applicable Law. This Agreement contains the full and complete understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior representations and understandings whether oral or written. This Agreement shall be governed by and enforced according to the laws of the State of California.