STONEHOUSE WATER TECHNOLOGIES
In connection with a proposed business relationship, Stonehouse Water Technologies, LLC, and its subsidiaries, affiliates, agents and representatives ("Company") has previously allowed you access, or may allow additional access, to Confidential Information.
In consideration of any disclosure and any negotiations concerning the proposed business relationship, you agree as follows:
1. Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include all information and materials concerning Company's business, plans, products and technical data that ought reasonably to be known to be of a confidential or proprietary nature, that is owned, developed or possessed by the Company, its subsidiaries, affiliates, customers, suppliers, vendors, or other third parties with whom the Company has a relationship, including, but not limited to, all verbal, written, tangible, intangible, visual, electronic, present, or future information such as: (a) trade secrets; (b) financial information, including pricing; (c) technical information, including research, development, procedures, algorithms, data, designs, product specifications, drawings, concepts, samples, intellectual property, inventions, manufacturing processes, computer programs and systems and know-how; (d) business information, including operations, planning, marketing strategies and interests, sales plans and data, products, services, sources, costs, customers, vendors, distribution methods, inventories; (e) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; and (f) information acquired during any facilities tours. This Agreement imposes no obligation on the Company to provide any Confidential Information.
2. Standard of Care. You shall maintain the Confidential Information in strict confidence and shall protect Confidential Information received pursuant to this Agreement by using the same standard of care which you use to protect and safeguard your own Confidential Information of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information.
3. Restrictions on Use and Disclosure. You agree to use the Confidential Information solely for the proposed business relationship, and not for any other purpose or for your own benefit or for the benefit of any other person or party. You shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information.
4. Exceptions to Confidential Information. This Agreement shall not impose any obligation upon you with respect to information which you can establish by documentary or other competent evidence: (a) is or becomes generally available to the public through no fault of your own; or (b) was rightfully in your possession prior to its receipt from the Company; or (c) is disclosed with the prior written consent of the Company; or (d) is independently developed by persons who did not have access to the Company's Confidential Information.
5. Required Disclosures of Confidential Information. In the event that you are confronted with legal action to disclose any Confidential Information, you shall provide the Company with prompt written notice of such request prior to making any disclosure so the Company may seek a protective order or other appropriate relief. You shall fully assist the Company in its lawful efforts to resist, narrow, or eliminate the need for the requested disclosure. If disclosure is nonetheless required, you shall only furnish that portion of the Confidential Information which must be provided as advised by your legal counsel.
6. Period of Confidentiality. You shall be obligated to protect the Confidential Information received pursuant to this Agreement until such time that the Confidential Information becomes publicly known and made generally available through no action or inaction by you. This Agreement will remain in effect until such time that it is terminated by the Company upon written notice.
7. Return of Confidential Information. You shall promptly return or, at the Company's option, destroy all copies of Confidential Information at any time upon request by the Company or within seven (7) days following the expiration or earlier termination of this Agreement, and shall provide a certification executed by an authorized representative that all such Confidential Information has been returned or destroyed.
8. Warranty; License. NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY THE COMPANY UNDER THIS AGREEMENT WITH RESPECT TO THE CONFIDENTIAL INFORMATION, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ANY INFORMATION IS PROVIDED "AS IS." All Confidential Information will remain the exclusive property of the Company. You acknowledge and agree that no right or license is granted to you in relation to any part of the Company's Confidential Information or under any patent, copyright or other intellectual property right of the Company.
9. No Obligation or Partnership. This Agreement shall not obligate Company to enter into any business or employment arrangement or agreement with you. Nothing in this Agreement shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship.
10. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the state of Wisconsin excluding its conflict of law provisions. You agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Milwaukee County, Wisconsin. You hereby consent to the exclusive personal jurisdiction of such courts and waive any objection in any such action based on improper venue, inconvenient forum or similar grounds.
11. Equitable Relief. You agree that in the event of a breach or threatened breach of this Agreement, the Company will suffer irreparable harm for which it will not have an adequate remedy at law. Therefore, the Company shall have the right to obtain injunctive relief to enforce this Agreement, without the necessity of posting any bond or other security and without having to prove any actual damages, in addition to its other rights or remedies which may be available at law or in equity.
12. Miscellaneous. This Agreement supersedes any prior agreement or communications between you and the Company, whether written or oral. This Agreement may be modified only by a written amendment by authorized representatives of Company. If any provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision.
I agree and will adhere to the Stonehouse Water Technologies Non-Disclosure Agreement.