SUPCO® TRADEFOX™ INVENTOR PROGRAM
MUTUAL CONFIDENTIALITY AGREEMENT
THIS MUTUAL CONFIDENTIALITY AGREEMENT (this "Agreement") is made and entered
into between Sealed Unit Parts Co., Inc. ("Supco") and
the foregoing singularly referred to as "the party" or "a party" and collectively referred to as "the parties".
WHEREAS, the parties wish to provide and receive Confidential Information from each
other (more particularly described below); and
WHEREAS, if the Confidential Information were disclosed in violation of the terms of this
Agreement, such disclosure could have a detrimental effect upon a party; and
WHEREAS, to induce each party to provide Confidential Information, the parties desire to
enter into this Agreement; and
WHEREAS, the purpose of providing and receiving such Confidential Information is to
assist the parties in determining whether they wish to enter into a formal agreement between for
acquisition or to sell certain products on an exclusive basis;
NOW, THEREFORE, for and in consideration of the terms, covenants and conditions stated
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
- Confidentiality. The parties understand that they will be exposed to confidential, proprietary
and trade secret information. Such information may include, but is not limited to, information relating to
new product ideas, know-how, patent applications, patents, drawings, sketches, plans, sales, pricing,
costs, rebates, customers, potential customers, finances, marketing, selling, products, processes,
purchasing programs, suppliers, contracts, business plans, budgets, professional contacts, research and
development data, know-how, specifications, equipment, machinery, leases and real estate (collectively,
"Confidential Information"). This Agreement shall apply to all Confidential Information disclosed or
received by the parties orally, in writing, by electronic media or by any other means.
- The parties agree to hold the Confidential Information in strict confidence and,
except as otherwise allowed by this Agreement, not to disclose any Confidential Information to any third
party or use it in competition with or to the detriment of any of the parties herein. The parties may
disclose Confidential Information if ordered to do so by a court of competent jurisdiction. The parties
agree to provide written notice of any court proceeding which seeks to compel the disclosure of
Confidential Information within five (5) days of a party's receipt of notice of such proceeding.
- The parties may disclose the Confidential Information only to those of the parties'
shareholders, officers, employees, and professional advisers who have a need-to-know. Such disclosure
may be made only to the extent necessary and the parties agree to instruct all such persons not to disclose
such Confidential Information to any other persons without the prior written permission of the party
providing the Confidential Information.
- All information that the parties receive shall be presumed to be Confidential
Information; however, Confidential Information shall not be deemed to include information (i) that was
known to the parties on a non-confidential basis prior to the date this Agreement is signed and
Confidential Information is disclosed by the parties; or (ii) which is or becomes known to the general
public without a breach or fault on the part of the parties; or (iii) is discovered or created by one of the
parties before disclosure by the other party; or (iv) learned by a party through legitimate means other
than from the other party or the other party's representatives.
- The parties agree to return any and all Confidential Information that was provided
by the parties or is otherwise in the parties' possession and not to retain any paper or electronic copy
thereof, within ten (10) days of receipt of a written request from the party disclosing such Confidential
- The parties shall be responsible and liable for any and all unauthorized disclosures
of Confidential Information by any of its shareholders, directors, officers, employees, managers, agents
or professional advisors. Any such breach shall be deemed a breach of this Agreement.
- Injunctive Relief. The parties agree that it would be difficult to measure the damage from
any breach of the covenants set forth herein, that injury to the parties from any such breach would be
impossible to calculate, and that money damages alone would therefore be an inadequate remedy for
any such breach. Accordingly, the parties agree that if a party should violate any term of this Agreement,
the parties shall be entitled to an injunction or other appropriate order to restrain any such breach
without showing or proving any actual damage. Such injunctive relief shall be in addition to, and not in
lieu of, any other right or remedy available to the parties under this Agreement, at law or in equity. This
Paragraph shall survive termination of this Agreement.
- Inventor Non-Disclosure to Third Parties. To enable both parties the opportunity to fully
research and explore the Confidential Information referenced in this Agreement and excepting the
provisions of subparagraph 1 (b) above, for a period of one hundred and eighty (180) days subsequent to
all parties executing this agreement, Inventor shall refrain from disseminating or discussing any of the
Confidential Information referenced in this Agreement with any party other than Supco.
- This Agreement shall inure to the benefit of the successors and assigns of the
parties and shall be binding upon the parties' representatives, agents, successors and assigns.
- This Agreement shall be governed by and construed in accordance with the laws
of the State of New Jersey, without regard to its conflicts of law provisions. The parties agree that with
respect to any action brought by a party arising from, relating to or in connection with this Agreement,
any such action must be brought in any court of competent jurisdiction located in New Jersey and the
parties hereby submit to the jurisdiction, and agree to the venue, of such court.
- This Agreement may not be modified, released, or otherwise amended, in whole
or in part, except by an instrument in writing signed by the parties.
- Wherever possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
- A party's failure to insist on compliance or enforcement of any provisions of this
Agreement shall not affect the validity or enforceability, or constitute a waiver of future enforcement, of
that provision or of any other provision of this Agreement by that party or any other party.
- This Agreement may be executed in counterparts, each of which shall be deemed to
be an original but all of which shall constitute one and the same instrument.
- This Agreement shall continue in full force and effect for a period of one (1) year
from the date signed by the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the dates indicated below.