This Non-Disclosure Agreement (this "Agreement") is entered into as of the date on which Recipient agreed to the terms hereof by clicking through this Agreement. This Agreement is between Garlock Pipeline Technologies, Inc. ("Garlock" or "Discloser"), a Colorado corporation with offices at 4990 Iris St., Wheat Ridge, CO 80033, and the individual accessing the Confidential Information and the company on behalf of which such individual is acting ("Recipient").
Garlock will be disclosing to Recipient certain confidential and proprietary information about its products and test results related to its products for use by Recipient in evaluating potential business dealings between Garlock and Recipient (the “Agreement Objective”). Garlock is not willing to disclose any such confidential and proprietary information to Recipient without the restrictions on use and disclosure contained in this Agreement.
- Definition of Confidential Information. As used herein, the term "Confidential Information" means: (a) any and all business or technical information of Discloser or any parent, subsidiary, or affiliate of Discloser, whether disclosed orally or in writing and in whatever form or medium that is not generally known to the public including, without limitation, business plans and strategies, customer, employee, distributor, supplier, agent, and vendor names, identities, data, lists, contracts, and agreements, algorithms, drawings, designs, documents, engineering information, financial analysis and information, forecasts, formulas, samples, raw materials, hardware configuration information, know-how, ideas, inventions, market information, marketing plans, processes, products (including, without limitation, geometry and composition of materials), product plans, services, research, testing methods, capabilities, and results, project management strategies, equipment, shop procedures, production and materials handling procedures, improvements, methods, techniques, specifications, software, programs, source and object code, login username(s) and/or password(s) to any Garlock website containing confidential or proprietary information, IT systems, IT strategies, web design, functionality, and data, and intellectual property (including, without limitation, patents, copyrights, trade and service marks and trade secrets) (collectively, the "Disclosed Materials"); (b) any information otherwise obtained, directly or indirectly, by Recipient through inspection, review, or analysis of the Disclosed Materials and/or while visiting the premises of Discloser or any parent, subsidiary or affiliate of Discloser; and (c) any confidential information of a third party that is in the possession of Discloser or any parent, subsidiary, or affiliate of Discloser, and is disclosed to Recipient.
- Limitations on Disclosure and Use of Confidential Information. Recipient agrees that it will use at least the same degree of care in protecting the confidentiality of Discloser's Confidential Information that it uses to protect its own confidential information of like importance, which shall not be less than a reasonable degree of care. In addition, Recipient agrees that it shall: (a) not use the Confidential Information for any purpose except with respect to the Agreement Objective; (b) not reverse engineer, modify, decompile, analyze the composition of, create other works from, or disassemble any materials and products disclosed without the express prior written consent of Discloser; (c) at the Discloser’s request, either return or destroy (at the Discloser’s option) the Confidential Information, and all copies thereof, and all documents produced containing the Confidential Information; (d) not disclose any part of the Confidential Information to any person or entity other than its employees who need the information to perform their duties in connection with the permitted purpose described above; and (e) take reasonable steps to assure that no such employee uses or discloses any part of the Confidential Information in violation of this Agreement.
- Exclusions. Recipient's obligations under this Agreement shall not apply to any portion of the Confidential Information that: (a) at the time of disclosure to Recipient was in the public domain or subsequently becomes a part of the public domain through no breach of this Agreement; (b) Recipient had in its possession at the time of disclosure by Discloser (except for Confidential Information previously disclosed to Recipient by Discloser); (c) Recipient subsequently acquires by lawful means from a third party not known to Recipient to be under an obligation of confidentiality or non-use owed to Discloser; or (d) Recipient subsequently develops without any use of or reference to the Confidential Information.
- Disclosure Pursuant to Legal Process. Should Recipient become legally compelled to disclose any portion of the Confidential Information in connection with a lawsuit or similar proceeding, Recipient shall give Discloser prompt notice of that fact, including in its notice the legal basis for the required disclosure and the nature of the Confidential Information which must be disclosed. Recipient shall cooperate fully with Discloser in obtaining a protective order or other appropriate protection relating to the disclosure and subsequent use of the Confidential Information. Recipient shall disclose only that portion of the Confidential Information that is legally required to be disclosed.
- Retained Rights; No Obligation or License Created. All materials and information provided to Recipient which contain or embody Confidential Information shall remain the property of Discloser. Except for the obligations of confidentiality and restricted use as set forth in Paragraph 2 above, this Agreement does not create any other obligation nor confer any license or other right to Recipient with respect to any Confidential Information of Discloser. Discloser retains all intellectual property rights in its Confidential Information provided to Recipient.
- Limitations on Disclosure of Agreement Objective. Recipient agrees that it will not, and it will direct its officers, directors, employees, counsel, consultants, and other representatives not to disclose to any person or entity either the fact that discussions are taking place concerning the Agreement Objective or any of the terms, conditions or other facts with respect to the Agreement Objective, including the status thereof.
- Export Licensing/Government Approval. Recipient agrees not to export, directly or indirectly, any technical data acquired from Discloser under this Agreement, or any products made utilizing any such data, to any country for which the U.S. Government, or any agency thereof at the time of export, requires an export license or other governmental approval without first obtaining such license or approval.
- Enforcement. The obligations of Recipient under this Agreement shall remain in effect indefinitely. Recipient acknowledges that Discloser would have no adequate remedy at law should Recipient breach its obligations under this Agreement and agrees that Discloser shall be entitled to pursue enforcement of its rights under this Agreement by obtaining appropriate equitable relief including a temporary restraining order and an injunction. No delay or failure by Discloser in exercising any right under this Agreement shall be construed to be a waiver of that right or of the right to assert a claim with respect to any future breach of this Agreement.
- Miscellaneous. This Agreement is deemed to be made under and shall be construed and enforced according to the laws of the State of North Carolina, without reference to the conflict of laws rules thereof. By signing below, the parties hereby consent to the exclusive jurisdiction of the state and federal courts located in the State of North Carolina, U.S.A., with respect to the resolution of all disputes arising hereunder. If any provision of this Agreement is determined by a court or agency of competent jurisdiction to be invalid or unenforceable, the remaining provisions and the Agreement as a whole shall nevertheless continue in full force and effect without being impaired or invalidated in any way. The Agreement may be executed in two or more counterparts (including faxed or electronic copies), each of which will be deemed an original with the same effect as if the parties signed the same document, but all of which together will constitute one and the same document. This Agreement sets forth the entire understanding between the parties with respect to the subject matter of this Agreement, supersedes all earlier oral or written agreements, and may not be modified or supplemented except in writing signed by both parties.
IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE “SUBMIT” BUTTON ON THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND/OR DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK THE “SUBMIT” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CONFIDENTIAL INFORMATION.