Non-Disclosure Agreement (NDA)

For MSI’s Channel Customers and Media Partners

This Non-Disclosure Agreement (“Agreement’) applies to your (“Recipient”) registration and participation in this MSI online event. BY REGISTERING FOR THIS EVENT OR BY ACCESSING THE EVENT WEBSITE, YOU ACCEPT AND AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT REGISTER FOR THIS EVENT OR USE THE EVENT WEBSITE.

1. Effective Date: The Effective Date of this Agreement is January 4th, 2022 (1:00pm PST).

2. Confidential Information: Micro-Star Int’l Co., Ltd. (“MSI”) may provide certain new product, service feature, or other related proprietary and trade secret to Recipient for preview, review, and/or internal testing subject to the terms of this Agreement. (“Purpose”). In consideration thereof, Confidential Information shall mean trade information, including trade secret, of all forms and types, whether tangible or intangible (eg. visually or orally disclosed, or electronically stored), if the MSI has taken reasonable measures to keep such information secret.

For clarity purpose, Confidential Information shall include but not be limited to:

  • Any MSI provided product, samples, prototypes, components, tools, accessories, or peripherals.
  • MSI presentation material and information, including slides, launch video and any MSI collaboration information with partners.
  • Any reports, debugging reports, results, benchmark results or information derived from tests associated with the above product, samples, prototypes, components, tools, accessories, or peripherals.
  • Any information furnished by MSI or derived from information furnished by MSI, including naming, photo (including photos of individual components, parts, layout), specification, performance and product description of the above product, samples, prototypes, components, tools, accessories, or peripherals.
  • Any MSI process, business methods, know-how, production and marketing plans, and roadmap.

3. Confidentiality Period: This Agreement and Recipient’s duty to protect Confidential Information is five (5) years from the Effective Date. Notwithstanding the above, after the dates specified in the chart below, Recipient may release any information including naming, photo, specifications, performance and product description of following MSI product(s):

MSI Product & Press Releasey NDA Embargo Lift Date
  • MSI laptops with Intel ADL-H consumer 12th gen processors or MSI RTX 3080 Ti / 3070 Ti graphics cards
  • 1:00PM PST, January 4th, 2022
  • MSI Product Press Release- MSI Unveils New Gaming and Creator Laptop Lineup
  • 1:00PM PST, January 4th, 2022

4. Disclosure Period: This Agreement applies to Confidential Information described in Article 2 that is disclosed

5. Standard of Care: Recipient shall not take pictures, videos, or notes in regards to the Confidential Information. In addition, Recipient shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information. Recipient hereby acknowledges that it obtains no right to use Confidential Information in any tangible or intangible media or forum without express written permission from MSI, which shall be discussed in a separate written agreement between MSI and Recipient.

6. Marking: Recipient’s obligations shall only extend to Confidential Information that is described in Article 2, and that:

  • (a) is marked as confidential at the time of disclosure; or
  • (b) is unmarked (e.g. orally disclosed) but treated as confidential at the time of disclosure, and is designated as confidential in a written memorandum sent to Recipient’s representative within thirty (30) days of disclosure, summarizing the Confidential Information sufficiently for identification.
  • (c) is unmarked, but given the nature of the information or the context of disclosure, a reasonable person would understand such information to be confidential.
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7. Exclusions: This Agreement imposes no obligation upon Recipient with respect to information that:

  • (a) was rightfully in Recipient’s possession before receipt from MSI;
  • (b) is or becomes a matter of public knowledge through no fault of Recipient;
  • (c) is rightfully received by Recipient from a third party without a duty of confidentiality;
  • (d) is disclosed by MSI to a third party without a duty of confidentiality on the third party;
  • (e) is independently developed by Recipient;
  • (f) is disclosed under operation of law; or
  • (g) is disclosed by Recipient with MSI’s prior written approval.

8. Warranty: MSI warrants that it has the right to make the disclosures under this Agreement. NO OTHER WARRANTIES, INCLUDING WARRANTIES AGAINST INFRINGEMENT, ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED “AS IS”.

9. Rights: Recipient does not acquire any intellectual property rights under this Agreement except the limited rights necessary to carry out the purposes set forth in Article 2.

Miscellaneous

10. Indemnification: The parties agree that its obligations set forth in this Agreement are necessary and reasonable in order to protect MSI and its business. Recipient acknowledges and expressly agrees that monetary damages would be inadequate to compensate the MSI for any alleged or breach by Recipient of its covenants and agreements set forth in this Agreement. Accordingly, each party agree that any such alleged, threatened violation or violation shall cause irreparable injury to MSI and that, in addition to any other remedies that may be available in law or in equity or otherwise, MSI shall be entitled to obtain injunctive relief against such alleged, threatened violation or violation or continuing violation by Recipient, without the necessity of proving actual damages. Furthermore, MSI shall be entitled to be fully indemnified by Recipient from any loss or harm, including but not limited to reasonable attorney’s fees, and any other costs arising out of or in connection with any breach or enforcement of Recipient’s obligations under this Agreement or the unauthorized use or disclosure of MSI’s Confidential Information.

Miscellaneous

11. Neither party has an obligation under this Agreement to purchase any product or service from the other party or to offer for sale products using or incorporating the Confidential Information.

12. Nothing in this Agreement shall be construed as a representation that either party will not independently pursue similar opportunities, provided that the obligations of this Agreement are not breached.

13. This Agreement embodies the entire understanding between the parties pertaining to the subject matter hereof. Any additions or modifications to this Agreement must be made in writing and signed by both parties.

14. This Agreement does not create any agency or partnership relationship. Each party is responsible for its own expenses incurred as a result of any discussions between the parties.

15. This Agreement shall be governed by and construed in accordance with the laws of Taiwan, R.O.C. and the parties irrevocably submit to the exclusive jurisdiction of Taipei District Court of R.O.C. with respect to any dispute arising from this Agreement

I hereby confirm I have read the guidelines and will follow these disclosure guidelines.