CONFIDENTIALITY AND ASSIGNMENT AGREEMENT
This agreement is made and entered into this 7 day of September 2006, by and between Mr.DallasMyers of Featherlite Innovations, Inc., DBA DALACO, Myers Poured Walls and/or Tuf-N-Lite, a corporation under the laws of the State of Ohio (hereinafter collectively called “Featherlite”) and the undersigned “Party”. IT IS UNDERSTOOD AND ACKNOWLEDGED THAT:
Featherlite has developed or acquired and uses certain commercially valuable Confidential Information, as hereinafter defined, and will develop or acquire in the future new Confidential Information. The success and continued growth of Featherlite depends to a substantial degree upon the protection of this Confidential Information.
Party is or may be engaged by Featherlite in a position of trust and confidence in which Party may use, observe, or obtain Confidential Information. In addition, as the result of Party’s duties or evaluations, Party may be provided with information, facilities and equipment.
The purpose of this agreement is to permit Featherlite to protect its rights in Confidential Information and obtain the benefit of certain discoveries, inventions, improvements, innovations and concepts developed, in whole or in part, with Party.
With these understandings, in consideration of the opportunity to evaluate, use, develop, and/or have access to certain Confidential Information, and as a condition to such disclosures by Featherlite, Party and Featherlite hereby agree as follows:
1. CONFIDENTIAL INFORMATION
A. For purposes of this agreement, “Confidential Information” shall mean methods, processes, techniques, formulae, designs, equipment, research data, marketing and sales information, personnel data, customer lists, supplier lists, financial data, plans and all other information, know-how and trade secrets of Featherlite, or its subsidiaries or affiliated companies, which have not been published or disclosed to the general public. It shall also include any such similar information of any third party with respect to which Featherlite has undertaken an obligation of secrecy.
B. Party shall not, without first obtaining the written consent from
Featherlite, during the term of this agreement or of any time thereafter, use in any way for the benefit of Party or others, or disclose to others, any Confidential Information obtained from Featherlite.
C. Confidential Information does not include, however, any
Information which Party can demonstrate:
1. is now, or hereafter becomes, through no act or
failure to act on the part of Party, generally known or available to the public;
2. was known by Party, as evidenced by a dated writing
prior to receipt of such information from Featherlite;
3. is hereafter rightfully obtained by Party from a third
party without breach of any obligation to Featherlite; or
4. is independently developed by Party without use of or
reference to the Confidential Information of Featherlite;
2. RETURN OF MATERIALS
All memoranda, notes, records, photographs, drawings, blueprints, manuals, plans, paper, or other documents or things made or compiled by or made available to Party by Featherlite and any copies or abstracts thereof, and any samples, prototypes, products, machinery, equipment, or other property of Featherlite, whether or not any of the foregoing shall contain or embody any Confidential Information, are and shall be the property of Featherlite and shall be delivered to Featherlite by Party immediately upon any request therefore by Featherlite.
3. ASSIGNMENT OF RIGHTS
The parties acknowledge that: (a) Featherlite is a developer and/or manufacturer of poured concrete products and related components; and (b) Featherlite and Party intend to work together using Party’s materials, tooling and technology in the development and/or manufacture of Featherlite’ products. The parties agree that any “ideas” generated as a result of their work together which include, derive from, require, or are based upon, at least in part, Featherlite’ Confidential Information shall become the property of Featherlite and any ideas which are generated without the benefit, assistance, motivation or requirement of Featherlite’ Confidential Information shall become the property of Party. Ideas shall include, but not be limited to, developments, design changes, formula changes, results, data, work product or other information. Each party agrees to assign to the other all their rights in such ideas which are by this Agreement the other party’s property, and to cooperate with the other party in securing title to and any available patent or other protection for such ideas.
4. GENERAL PROVISIONS
A. It is understood that either Featherlite or Party may terminate any relationship between them at any time.
B. The confidentiality and assignment obligations under this agreement shall survive the termination of engagement.
C. If any provision or provisions of this agreement shall be held to be unenforceable by any court, the remaining provisions shall be unaffected and shall continue in full force and effect.
D. This agreement is for the benefit of and shall be binding upon Featherlite, its successors and assigns, and Party and Party’s successors, assigns, and personal representatives.
E. Party further agrees that a violation of this Agreement will be grounds for injunctive relief against Party as well as grounds for damages.
F. This agreement shall be governed by the laws of the State ofOhioand construed as if jointly written.
By my signature below, I acknowledge, that I have read and understood the Featherlite confidentiality and assignment agreement, and that I agree fully to its terms. I further understand and acknowledge that this agreement cannot be changed or modified by any oral representations or statements, and that its written terms shall be the sole agreement between Featherlite and Party with respect to its subject matter.
FEATHERLITE INNOVATIONS, PARTY
INC., DBA DALACO, TUF-N-LITE,
MYERS POURED WALLS
DallasE. Myers Signature
此协议由受美国俄亥俄州法律管辖的Featherlite Innovations, Inc., DBA DALACO, Myers Poured Walls and/or Tuf-N-Lite公司的DallasMyers先生(以下统称FEATHERLITE)和下列签名的”PARTY"签定.双方理解并认可下列事项:
2. PARTY 可以提供署有日期的书面证明,从FEATHERLITE得到这些信息前, 已了解这些信息;
3. ASSIGNMENT OF RIGHTS权益分配
PARTY承认：(a) FEATHERLITE是POURED CONCRETE产品及附件的开发者和/或制造商(b) FEATHERLETE和PARTY计划一起工作,使用PARTY的材料,工具和技术开发和/或制造FEATHERLITE的产品.双方同意,从双方共同的工作中得到的任何的IDEAS(观念),如果包括,衍生于,或需要使用,或基于,至少一部分是来自于FEATHERLITE的机密信息,都将是FEATHERLITE的财产.任何没有受益于FEATHERLITE的机密信息,或未得其帮助或启发或应用而产生的IDEA(观念)将成为PARTY的财产.IDEAS(观念) 将包括但不限于发展,设计更新,公式更新,结果,数据,工作,产品或其他信息.每方都同意将按照此协议归属于另一方的IDEAS(观念)的权利分给另一方,并且和另一方合作保护这些IDEAS的权利和任何其他可能的专利或其他利益
D. 此协议是为了FEATHERLITE及其继承人和所得者的利益, 并将约束FEATHERLITE及其继承人和所得者,还约束PARTY及其继承人,和所得者及法人代表.