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Non-Disclosure Agreement

READ THIS NON-DISCLOSURE AGREEMENT ("AGREEMENT") CAREFULLY. BY CLICKING "ACCEPT" BELOW, YOU AGREE TO BECOME A PARTY TO, AND TO BE BOUND BY, THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "DECLINE" BELOW (OR NAVIGATE AWAY FROM THIS PAGE).

THIS NON-DISCLOSURE AGREEMENT is made between Qorvo US, Inc. ("QORVO”), and you (“CUSTOMER").

WHEREAS, QORVO’S PRODUCT DOCUMENT possess valuable information of a proprietary, secret and/or confidential nature defined and described below (hereinafter referred to as "CONFIDENTIAL INFORMATION"); and

WHEREAS, CUSTOMER wishes to obtain certain CONFIDENTIAL INFORMATION from QORVO under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1. The CONFIDENTIAL INFORMATION is a commercial asset of considerable value to QORVO. QORVO is willing to disclose the CONFIDENTIAL INFORMATION to the CUSTOMER by allowing the CUSTOMER to download a copy of a QORVO product data sheet or other product-related document (collectively, “PRODUCT DOCUMENT”) but ONLY on the condition that CUSTOMER will not disclose or permit the disclosure of, or use or permit the use of, the CONFIDENTIAL INFORMATION in any manner except under the conditions set forth hereinafter. CONFIDENTIAL INFORMATION contained in a PRODUCT DOCUMENT includes, by way of example but without limitation, data, graphs, formulae, processes, circuit design schematics, images, drawings, specifications, application descriptions, advertisements, and software. Information contained in a PRODUCT DOCUMENT shall be CONFIDENTIAL INFORMATION for purposes of this AGREEMENT.
2. CUSTOMER agrees to hold the CONFIDENTIAL INFORMATION in strict confidence and to use the CONFIDENTIAL INFORMATION only for the purpose of assessing the Qorvo part or component described in the PRODUCT DOCUMENT for CUSTOMER’S use which explicitly excludes reverse engineering. Notwithstanding the foregoing, CUSTOMER may disclose CONFIDENTIAL INFORMATION in confidence to employees and independent contractors of CUSTOMER (“Other Parties”) who would require knowledge of such CONFIDENTIAL INFORMATION for performance of their regular duties, and then only pursuant to a written agreement with such Other Parties which binds them to maintain the CONFIDENTIAL INFORMATION in strict confidence to the same extent as CUSTOMER has agreed to in this AGREEMENT. CUSTOMER shall use at least the same degree of care to avoid disclosure and/or use of CONFIDENTIAL INFORMATION as it employs with respect to its own proprietary or confidential information of like importance as the CONFIDENTIAL INFORMATION.
3. The obligations of CUSTOMER contained herein shall continue for a period of five (5) years from receipt of the particular CONFIDENTIAL INFORMATION, unless or until:
   1. the CONFIDENTIAL INFORMATION hereafter becomes available to the public, except as the result of unauthorized disclosure by CUSTOMER;
   2. the CONFIDENTIAL INFORMATION was in CUSTOMER's possession prior to disclosure hereunder as evidenced by bona fide written, dated documents, and was not acquired, directly or indirectly, from QORVO;
   3. the CONFIDENTIAL INFORMATION is received by CUSTOMER from a third party without restriction and without breach of this AGREEMENT or any other agreement of which CUSTOMER knows; and/or
   4. the CONFIDENTIAL INFORMATION is at the time of disclosure in the public domain as evidenced by printed publications.
4. If CUSTOMER is requested or required to disclose CONFIDENTIAL INFORMATION pursuant to a subpoena or an order of a court or governmental agency, CUSTOMER shall:
   1. Promptly notify QORVO of the existence, terms, and circumstances surrounding the court or governmental agency request or requirement;
   2. Consult with QORVO on the advisability of taking steps to resist or narrow the request;
   3. If disclosure of CONFIDENTIAL INFORMATION is required, furnish only such portion of the CONFIDENTIAL INFORMATION as CUSTOMER is advised by counsel is legally required to be disclosed; and
   4. Cooperate with QORVO in its efforts to obtain an order or other reliable assurance that confidential treatment be accorded to that portion of the CONFIDENTIAL INFORMATION that is required to be disclosed.
5. All CONFIDENTIAL INFORMATION shall be and remain the property of QORVO.
6. In the event of a breach or threatened breach, irrespective of materiality, by CUSTOMER of the terms or conditions of this AGREEMENT, QORVO would suffer irreparable harm, and CUSTOMER hereby consents (without in any way limiting any rights or remedies of or available to QORVO) to the entry by a court of competent jurisdiction of a temporary injunction without notice, and/or a preliminary injunction, enjoining CUSTOMER from disclosing, or using, in whole or in part, any of the CONFIDENTIAL INFORMATION, whether referred to or not specifically in this AGREEMENT or elsewhere.
7. This AGREEMENT shall be construed in accordance with the laws of the State of North Carolina in the United States of America.