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EXHIBIT (d)(14)
CONFIDENTIAL INFORMATION TRANSMITTAL RECORD ("CITR")
CITR DATE: December 19, 2000 , CNDA # 18694
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(Date Disclosure(s) will commence) (Year) (Fill in Number from Executed CNDA)
Participant's Name: Xircom, Inc.
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(Use Same Name as on CNDA)
Location of Disclosure: 2300 Corporate Center Drive, Thousand Oaks CA 91320
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Street Address City State Zip Code
Intel and Participant agree that the Confidential Information described below
shall be kept confidential by the receiving party. This CITR incorporates all
the terms and conditions of the Corporate Non-Disclosure Agreement ("CNDA")
executed by the parties.
1. Describe Confidential Information disclosed by each party. (Be specific.
Include subject or product, any document title, drawing/document number,
date, rev., etc.) Identify visuals, foils, and verbal disclosures. (Use
additional sheets if necessary).
Intel Confidential Information: N/A
Participant's Confidential Information: Due diligence materials contained
in Binders A-K and Z, and oral disclosures made by Xircom employees and/or
Xircom's representatives to Intel employees and and/or Intel's
representatives, constituting various company records, including without
limitation, financial information, contracts, employee records,
correspondence and other documents relating to Intel's investigation of a
possible transaction with Xircom.
2. This CITR covers the above described Confidential Information to be
conveyed commencing on the CITR Date stated above provided it is marked as
required under the CNDA.
3. Unless a shorter period is indicated below, the disclosing party will not
assert any claims of breach or misappropriation of trade secrets against
the receiving party arising from the receiving party's disclosure of the
disclosing party's Confidential Information under this CITR for more than
five (5) years from the date when such information was disclosed. However,
unless at least one of the exceptions set forth in Section 4 of the CNDA
has occurred, the receiving party will continue to treat such Confidential
Information as the confidential information of the disclosing party and
only disclose any such Confidential Information to third parties under the
terms of a non-disclosure agreement. Either party may at any time request
in writing the immediate return of all or part of its Confidential
Information disclosed hereunder, and all copies thereof, and the receiving
party shall promptly comply with such request.
If initialed and filled in below, the period after which the disclosing
party agrees not to assert claims against the receiving party with respect
to the Confidential Information disclosed under this CITR will be _____
months (not less than twenty-four (24) months nor more than sixty (60)
months). (_____/_____)
4. Confidential Information may be controlled by U.S. Export Regulations, and
export, re-export or foreign disclosure (including to subsidiary employees)
may require U.S. Government approval. The receiving party shall not use,
export, transfer, make available or otherwise disclose any Confidential
Information in violation of U.S. Export Regulations, including any use or
development in nuclear, missile, chemical and/or biological weapons
activities.
5. All other terms and conditions of the executed CNDA shall remain in full
force and effect. Nothing contained herein shall be construed as amending
or modifying the terms of the CNDA referenced above.
6. Both parties understand and acknowledge that no license under any patent,
copyright, trade secret or other intellectual property right is granted to
or conferred upon either party in this Agreement or by the disclosure of
any Confidential Information by one party to the other party as
contemplated hereunder, either expressly, by implication, inducement,
estoppel or otherwise, and that any license under such intellectual
property rights must be express and in writing.
PARTICIPANT: Xircom, Inc.
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(Company Name, Division/Sub if applicable)
INTEL CORPORATION 2300 Corporate Center Dr.
2200 Mission College Blvd. ------------------------------------------
Santa Clara, CA 95052-8119 Street Address
Thousand Oaks, CA 91320
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City, State, Zip
Represented By: Represented By:
/s/ Wendy Yemington /s/ Kevin M. Fillo
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Signature Signature
Wendy Yemington SC4-203 Kevin M. Fillo
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Printed Name Mailstop Printed Name
Corporate Paralegal (408) 765-1149 Assistant Secretary
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Title Phone Title
January 17, 2001 1-17-01
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Date Date
PLEASE SEND ONE COPY OF THE CITR TO: INTEL CORPORATION, ATTN: Post Contract Mgmt, FM6-03
1900 Prairie City Road, Folsom, CA 95630-9598