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EXHIBIT 10.82
SECRECY AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made as of this 8th day of October, 1993 by and between
GEOTRAC, INC., 3900 Laylin Rd. Norwalk, Ohio 44857 (hereinafter referred to as
"Geotrac"), and Kirloskar Computer Services LTD, Laxmanrao Kirloskar Rd., Pune
411003 India, (hereinafter referred to as "Vendor").
RECITALS
Geotrac is a privately owned business engaged in development, research,
organization, engineering, merchandising, production, marketing and sale
(hereinafter along with "know-how" collectively referred to as "the secret
information"), principally to financial institutions Insurance concerns and
governmental agencies, and their suppliers, of a variety of computerized
geographical, topographical, and other mapping products and technologies;
Geotrac has developed and obtained certain valuable technology and "know-how"
relating to the field of Tax Mapping, Tax or Parcel Information Systems, Current
Agricultural Use Valuation (CAUV), Flood Disaster Protection Act (FDPA) Flood
Zone Determinations, Flood Disaster Protection Act (FDPA) Flood Zone Databases,
911 systems, and related Geographic Information Systems (GIS), and other such
products, including process parameters and specific methodologies and programs
and equipment used in the production process which "know-how" is not a matter of
general knowledge and is confidential information;
Vendor, in performing its functions for Geotrac, will necessarily be given
access to the secret information and "know-how", which will be identified by
Geotrac as such;
Vendor understands and agrees that the use of the secret information and
"know-how" by, or its disclosure to, any person or organization other than
Geotrac, and its employees or contractors would be highly detrimental and
damaging to Geotrac;
Vendor seeks to perform services or provide products or materials to Geotrac
which will be paid for by Geotrac.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained in this Agreement, Geotrac and Vendor do hereby agree as follows:
(1) Vendor agrees that all maps, data, and data files (whether graphic or
tabular, paper or machine readable) provided by Geotrac, developed for Geotrac
as interim or final products are and remain the property of Geotrac
(2) Vendor agrees that neither it nor any of its principals, subsidiaries,
divisions, employees, agents, independent contractors or other persons or
organizations over which it has control, will at any time during or after its
relationship with Geotrac, directly or indirectly use any of the secret
information or "know-how" for any purposes not associated with Geotrac's
activities, or disseminate or disclose any of the secret information or
"know-how" to any person or organization not connected with Geotrac, without the
prior express written consent of Geotrac. Vendor also agrees that it will
undertake all necessary and appropriate steps to ensure that the secrecy of the
secret information and "know-how" in its possession will be maintained.
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(3) Upon termination of its relationship with Geotrac, Vendor agrees that all
documents, records, notebooks and similar repositories of or containing secret
information or "know-how", including copies thereof, then in its possession,
whether prepared by it or others, will be delivered to Geotrac.
(4) For a period of five (5) years after termination of its relationship with
Geotrac, Vendor agrees that neither it nor any of its principals, subsidiaries,
divisions, employees, agents, independent contractors or other persons or
organizations over which it has control, will, directly or indirectly, become
engaged in the research or development, production, marketing or selling of a
product, process or service relating to Tax or Current Agricultural Use
Valuation (CAUV), Flood Disaster Protection Act (FDPA) Flood Zone
Determinations, Flood Disaster Protection Act (FDPA) Flood Zone Databases, or
911 systems.
(5) Vendor agrees that because of the confidential and secret nature of its
relationship with Geotrac and the trust that Geotrac will place in Vendor, and
the damages that Geotrac is likely to sustain if such confidential information
were divulged to competitors of Geotrac, Vendor shall not, at any time during
the term of this Agreement, any renewal thereof, or after the termination of
this Agreement, for any reason, directly or indirectly, divulge or reveal to any
person, firm or corporation, any information which Vendor may have secured
during the course of its association with Geotrac in regard to the secret
information or "know-how" and technology used by Geotrac and that in the event
Vendor shall breach this nondisclosure agreement, or in the event that such
breach appears to be an imminent possibility, Geotrac shall be entitled to all
legal and equitable remedies afforded it by law as a result thereof, and may, in
addition to any and all other forms of relief, recover from Vendor all
reasonable costs and attorneys' fees encountered by it in seeking any such
remedy and Vendor further understands and agrees that damages are not an
adequate remedy for breach of the provisions of this Agreement.
(6) This Agreement shall be governed for all purposes by the laws of the State
of Ohio. If any provision of this Agreement is declared void or otherwise
unenforceable, such provision shall be deemed to have been severed from this
Agreement, which shall otherwise remain in full force and effect.
(7) This Agreement shall be binding upon the parties hereto and upon their
respective executors, administrators, legal representatives, successors and
assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as of the day and year first above written.
GEOTRAC, INC.
By /s/ Daniel J. White Date: 10/8/93
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President
Kirloskar Computer Services LTD
By /s/ Parth Amin Date: 10/21/93
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Title
IN THE PRESENCE OF: Managing Director Date: 10/21/93
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/s/ Illegible Signature 10/21/93
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STATEMENT OF CONFIDENTIALITY
Geotrac wishes to provide certain technical and operational information it
considers confidential to Kirloskar Computer Services LTD, Laxmanrao Kirloskar
Rd., Pune 411003 India so that the two parties may explore the possibility of a
working relationship.
Kirloskar Computer Services LTD hereby agrees to maintain confidentiality in
regard to any and all technical and operational information for a period of four
years. In addition, Kirloskar Computer Services LTD agrees to maintain
confidentiality, and not to use for its own purposes, technical and operational
information it may gain through its interaction with Geotrac, for a similar
period of four years, provided that such information is not previously known to
Kirloskar Computer Services LTD. It is not the intention of Kirloskar Computer
Services LTD to obtain such technical and operational information from Geotrac
for any use other than the evaluation of a potential relationship with Geotrac.
Kirloskar Computer Services LTD agrees not to reproduce or distribute any
written material, drawings, maps or machine readable data file provided to it
without the express written authorization of Geotrac, and to return such
material upon request.
Kirloskar Computer Services LTD hereby agrees that this agreement shall apply to
all it Directors, Officers, employees and representatives.
By: /s/ Parth Amin
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Title: Managing Director
Date: 10/21/93
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