1
`
`Exhibit 2033
`Bradium Technologies LLC - patent owner
`Microsoft Corporation - petitioner
`IPR2016-00449
`
`

`
`
`
`3DVUl, LTD.
`R$D Center
`26a Levi Eshkol St.
`Raanana 43703
`Israel
`Tel: +972-54—905—81 8
`Fax: +972-9-746-4573
`
`To:
`
`Christian Dwyer
`
`From:
`
`Isaac Levanon
`
`
`
`Fax:
`
`Phone:
`
`7.) 03 L4 89
`
`L/ 00 /
`
`Pages: 5 inciuding cover
`
`Date:
`
`Tuesday, December 13, 2005
`
`Re:
`
`Mutual NDA
`
`CC:
`
`Christian,
`
`See attached NDA
`
`Best regards,
`
`Isaac
`
`2
`
`

`
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`M»1P'QUEST.COM. INC
`CUflfl1DEfiUZgLfiflM§§g§QLySUREA(Hflflfl§NT
`memorandum from Discioser summarizing
`the Confidential
`information
`in writing,
`marking it “Confidential” and delivering such
`memorandum to Recipient.
`
`_‘i§j“_;L‘ ‘log-_._
`Effective Date:
`In order to induce the parties hereto to
`disclose certain Confidential lnfonnation (as
`described below) and to protect
`such
`Confidential
`Information, Mapfluestoom.
`lno,., a Delaware oorporation (“MapQuest’')
`and 3DVU Israel (2000) Ltd., incorporated
`under the laws of Israel, (the “Company“)
`hereby agree as follows:
`
`1. Disclosing Pam: MapQuest and
`the Company are sometimes referred to
`herein separately as a “Party” and together
`as the "Parties"
`The Party disclosing
`Confidential
`information
`is
`sometimes
`referred to herein as “Disoioser" and the
`Party
`in
`reoeipt
`of
`such Confidential
`information is sometimes referred to herein
`as ‘T-Recipient,"
`
`Each
`Re resentative:
`2. P i‘ a
`Party's
`representative
`for
`ooordinating
`disclosure
`or
`receipt
`of Confidential
`information is:
`(i) Maplluestz Austin E
`Klehn, CTO, 1730 Blake St, Suite 310,
`Denver, CO; and (ii) the Company: Isaac
`Levenon, Chairman 8. CEO, 3DVU Ltd. 263
`Levi Eshkoi St., Raenana, 43703, lsrael.
`
`Confidential
`of
`escri tion
`3.
`purposes
`of
`this
`Information:
`For
`Agreement,
`‘Confidential
`information”
`means the information described in this
`paragraph 3 which is disclosed during the
`Disclosure Period (as defined below):
`(a)
`when the Discloser
`is
`the Company:
`soltware. software designs and technology,
`product designs and plans; or
`(ti) when
`Discloser is Mapciuest; product designs and
`plans. Information disclosed in a form other
`than a tangible form. shall be treated as
`Confidential Information if it is designated as
`confidential or proprietary by Discloser prior
`to its disclosure and followed within fifteen
`(15)
`business
`days
`thereafter
`by
`at
`
`4, use of Confidential Information:
`Recipient shall make use of the Confidential
`Information for the purpose of discu$ing
`and
`evaluating
`a
`possible
`business
`relationship
`between
`the Parties
`(the
`“Transaction"), described more fully as
`follows: Potential Licensing and use of the
`Company's Software by Meptluest.
`
`This
`Po '0 :
`5\ Confidentiali
`Agreement and Recipients duty to hold
`Confidential lnfonnation in confidence shall
`expire three (3) year after the end of the
`Disclosure Period (es defined below);
`
`6. Disclosure Period: This Agreement
`pertains to Confidential information that is
`disclosed during the period oommenoing
`with the Effective Date and ending on the
`earliest
`of
`(i)
`termination of dealings
`between the Parties and delivery of written
`notice thereof by either Party specifically
`referencing this Agreement,
`(ii) a definitive
`agreement
`is entered into between the
`Parties hereto which then govoms the
`treatment
`of
`confidential
`information
`disclosed thereafter, or (iii) six (6) months
`after the Effective Date (the “Disclosure
`Period”).
`
`7'. Standard of Care: Recipient shell
`protect
`the
`Confidential
`information
`received hereunder from disclosure to any
`person. firm, corporation or other third party
`(except
`to
`Recipients
`employees.
`consultants,
`corporate
`affiliates
`and
`representatives who have a need to know)
`by using the same degree of care that it
`uses to prevent the unauthorized disclosure
`of its own confidential irrlormation of a like
`nature,
`but
`in no event
`less than a
`
`’?fl'Mlwl
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`reasonable degree of care. with respect to
`MapQuest. ‘corporate affiliates‘ shall mean
`NlapQuest’s
`parent
`company Arnerica
`Online,
`Inc.
`("AOL"). AOL's wholly owned
`subsidiary companies and AOL's parent
`company Time Warner Inc.
`
`This Agreement
`8. Exclusions:
`imposes no obligation upon Recipient with
`respect
`to information that:
`(i) was in
`Recipients possession before receipt from
`Dlscloser“.
`(ii)
`is or becomes a matter of
`public knowledge
`through no fault of
`Recipient;
`(iii)
`is
`rightfully received by
`Recipient from a third party without a duty of
`confidentiality; (iv) is incidentally retained in
`the unaided memories of persons who have
`had access to Confidential
`Information
`(including,
`without
`limitation.
`ideas,
`concepts, know-how or techniques);
`(v) is
`disclosed by Discloser
`to a third party
`without a duty of confidentiality on the third
`party;
`(vi)
`is independently developed by
`Recipient; (vii) is disclosed under operation
`of law, except that Recipient will disclose
`only such information as is legally required
`and will use reasonable eflorts to obtain
`confidential treatment for any Confidential
`lnfonnation that is so disclosed: or (viii) is
`disclosed by Recipient with Disclosers prior
`written
`approval. Notwithstanding
`any
`restrictions
`on
`use
`of
`Confidential
`information contained in this Agreement, but
`subject to applicable proprietary rights of
`Discloser. each party shall be free to use
`the Residuals (as defined below)
`from
`Confidential
`lnlormation and any ideas
`andlor concepts contained therein for any
`lawful purpose.
`For purposes of
`this
`Agreement,
`‘Residua|s‘
`shall mean
`information in intangible form which may be
`incidentally retained in unaided memories of
`persons who
`have
`had
`access
`to
`Confidential information in accordance with
`this Agreement.
`
`7!746\/J
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`
`9. : Each Discloser warrants
`that it has the right to make the disclosures
`under
`this Agreement.
`NO OTHER
`WARRANTIES ARE MADE BY Em-IER
`PARTY UNDER THIS AGREEMENT. ANY
`lNFORMA'l1ON EXCHANGED UNDER
`THIS AGREEMENT ls PROVIDED “AS
`IS”-
`
`(a)
`10.0th r Business Activities;
`Discloser
`agrees
`that Recipient may
`currently
`or
`in
`the
`future
`acquire
`
`or legally received from third parties. which
`may
`be
`similar
`to
`the Confidential
`information. Nothing in this Agreement will
`be construed as a repr%eriteticn that
`Recipient does not or will not have such
`independently developed or legally received
`information.
`
`lb) Nothing in this Agreement will be
`construed as a representation or agreement
`to restrict assignment or reassignment of
`Recipient’-5 employees. or in any manner to
`afiect or limit either Party's present and
`future business activities of any nature.
`including business activities which could be
`competitive with Disclocer.
`Each Party
`acknowledges that
`the Party is currently
`discussing
`transactions
`similar
`to
`the
`Transaction with other parties,
`including
`competitors of
`the other Party.
`This
`Agreement imposes no obligation on either
`Party to purchase, sell, license. transfer, or
`otherwise dispose
`of
`any technology,
`services, or products.
`This Agreement
`does not create any agency or partnership
`relationship.
`This Agreement does not
`require either Party to make any payment of
`any kind to the other Party. nor does it bind
`the parties
`to enter
`into any further
`agreement or arrangement with Recipient.
`
`(c) Nothing in this Agreement will be
`construed as a representation or agreement
`that Recipient will not develop or have
`
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`concepts.
`products.
`it
`for
`developed
`systems or techniques contemplated by or
`embodied in the Confidential
`information.
`provided that Recipient does not violate any
`of its obligations under this Agreement in
`connection with such development.
`
`the
`in
`contained
`Nothing
`(d)
`Agreement shall be construed as implying
`any commitment or agreement by either
`Party to make any investment in the other
`Party or in any business of the other Party
`or
`to enter
`into
`any other business
`arrangement of any nature whatsoever with
`the other Party.
`
`(a)
`ltownerslgip and other Rights;
`Neither Party acquires
`any intellectual
`property rights under this Agreement except
`the limited rights necessary to carry out the
`intended use set forth herein.
`.
`
`impair
`This Agreement does not
`(b)
`Recipient's right to contest the validity or
`defend against infringement of any patent.
`trademark or copyright that may have been
`or may hereafter be obtained based on the
`Confidential
`lrrfonnation.
`lf Discloser
`believes Recipient
`to be infringing such
`patent. trademark or colillfight, Disclosers
`sole remedy shall be enforcement under the
`applicable patent. trademark and copyright
`laws.
`
`this Agreement
`Naming in
`(c)
`deprives Recipient of the ownership rights
`to any independently developed or received
`information, including, without limitation, the
`rights to disclose, use. transfer or license
`such inforrnation.
`
`The Parties agree, to the
`(d)
`maximum extent permitted by law, not to (or to
`permit others): (i) decipher, reverse engineer.
`do-compile, disassemble. or otherwise attempt
`to derive software provided the other party, (it)
`create derivative works based on such software
`or any part thereof, (ii) develop methods to
`
`Grrgfidcufiol
`
`to use the
`prarties
`unautlrorizod
`enable
`software. (iv) develop any other product using
`any Confidential Information . or (v) remove any
`identification, copyright or other notices, unless
`agreed otherwise by the parties.
`
`Confidential
`of
`12, Return
` : Recipient will, at its option.
`return or destroy all
`tangible material
`embodying Confidential information (in any
`form or medium) at any such time as
`Discloser may so request
`
`13. ucnwaiver. Any failure by either
`Party to enforce the other F’arty‘s strict
`performance of
`any provision of
`this
`Agreement will not constitute a waiver of its
`right to subsequently enforce such provision
`or any other provision of this Agreement.
`
`14- = (a) Any notice.
`approval, request, authorization, direction or
`- other communication under this Agreement
`shall be given in writing and shall be
`deemed to have been delivered and given
`for all purposes 6) on the delivery date if
`delivered personally to the Party to whom
`the sarne is directed; (ii) one (1) business
`day after deposit with a comrnercial
`ovemight cantor, with written verification of
`receipt, or (iii) five (5) business days after
`the mailing date, whether or not actually
`received, it sent by US. mail. retum receipt
`requested. postage and charges prepaid. or
`any other means of rapid mail delivery for
`which a receipt is available.
`In the case of
`Mapfiuc-st. such ncrtitse wiii be provided to
`both the Vice President
`for Mapouest
`Business
`at
`the MapQuest
`address
`specified in paragraph 2 above and the
`Deputy General Counsel.
`located
`at
`America Online,
`lnc.. 22000 AOL Way.
`Dulles. VA 20166.
`In the case of the
`Company. such notice will be provided to
`both lsaac Levanon, Chairman and CEO
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`and the General C-ounsoi. at the Company
`address sat forth in paragraph 2 above.
`
`(b) All additions or niodlficaiions to
`this Agreement mus‘: be made in writing and
`signed by an officer of each Party.
`
`(c) This Agreement is made under.
`and shall be _oon-armed according lo.
`the
`Iowa of
`the Commonwoahh of Virginia,
`U.S.A. exmpl
`for
`its mnfiicls of
`iawa.
`principles, Each Party imevocobiy consents
`to the iunsdiction of the federal andlor local
`courts iocatad in Fairfax County. Virginia,
`u,S.A.
`in
`connection with any action
`violating this Aoneornenl.
`
`This Agreement may be
`(d)
`exaoned in oouriiarparta and doiiverad by
`facsimile transmission, each of which shall
`be deemed an originai and both of which
`together shall mnsmuie one and the same
`document‘
`
`{a) Neither Party shalt assign or
`iransier any rights or obiigafiona under this
`Agraemenl without the prior written consent
`of the other Pady. Subject to the limitations
`set forth in this Agreement‘ this Agreement
`wiii inure to the benefit of and be binding
`upon the Parties.
`their successors and
`assign-a.
`
`if any provision of this Agmoment
`(r)
`shaii be held by a court of compeiom
`jurisdiction
`to
`be
`unenforceable.
`the
`remaining provisions shall
`rarnain in full
`force and affect
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