PRODUCT DEVELOPMENT AND TECHNOLOGY CONFIDENTIALITY AGREEMENT THIS AGREEMENT is made this 2nd day of November 1995, between Dyneco Corporation, a Minnesota corporation (the "Company"), and Quincy Compressor Division, Coltec Industries, Inc. ("Coltec"). The parties acknowledge the following facts: The Company desires to disclose to Coltec proprietary information concerning its products and technology so that the parties can proceed with their business discussions (the "Project"). In consideration of the above premises and the covenants hereinafter set forth, the parties agree as follows: 1. (a) "COMPANY INFORMATION" means Confidential Information and Trade Secrets. (b) "CONFIDENTIAL INFORMATION" means data and information relating to the business of the Company (which does not rise to the status of a Trade Secret) which is or has been disclosed to Coltec or of which Coltec became aware as a consequence of or through its relationship to the Company and which has value to the Company and is not generally known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by Coltec without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. The provisions in this Agreement restricting the use of Confidential Information shall survive for so long as the data and information relating to the business of the Company remains Confidential Information. (c) "TRADE SECRETS" means information including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques or processes which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The provisions in this Agreement restricting the use of Trade Secrets shall survive termination of this Agreement for so long as is permitted by the Florida Uniform Trade Secrets Act, F.S.A. Section 688.001, ET SEQ. 2. Coltec (a) must receive and hold the Company Information in trust and in strict confidence; (b) must protect the Company Information from disclosure and in no event take any action causing, or fail to take the action necessary in order to prevent, any Company Information disclosed to Coltec by the Company, or developed by Coltec for the Company, to lose its character as Company Information; and (c) must not use, reproduce, distribute, disclose or otherwise disseminate the Company Information except to perform the Project. Any and all reproductions of the Company Information must prominently contain a confidentiality legend. 3. Disclosures of the Company Information may be made only to employees, agents or independent contractors of Coltec (a) who are directly involved in performing the Project and have a specific need to know such information; and (b) whom Coltec has obligated under a written agreement to hold the Company Information in trust and in strictest confidence and otherwise to comply with the terms of this Agreement. Coltec agrees to diligently monitor each such employee, agent or independent contractor and, upon request by the Company, promptly to furnish to the Company a certified list of the Coltec's employees, agents and independent contractors having had access to the Company Information. 4. Within ten (10) days following the receipt of a written request from the Company, Coltec must deliver to the Company all tangible materials containing or embodying the Company Information, together with a certificate executed by a duly authorized officer of Coltec certifying that all such materials in Coltec's possession have been delivered to the Company. 5. If Coltec should breach or threaten to breach any of the provisions of this Agreement, the Company, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Coltec specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damage that would be suffered and incurred by the Company as a result of a breach of any of the provisions of this Agreement. In the event that the Company should seek an injunction hereunder, Coltec hereby waives any requirement that the Company submit proof of the economic value of any Company Information or that the Company post a bond or any other security. 6. This Agreement and the rights and obligations of the parties under this Agreement may be assigned only upon the prior written approval of the parties. The rights and obligations of the parties will inure to the benefit of, will be binding upon and will be enforceable by the parties and their lawful successors and representatives. 7. No modifications of this Agreement or waiver of any of its terms will be effective unless set forth in a writing signed by the party against whom it is sought to be enforced. This Agreement will be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, this Agreement has been executed as of the date and year first above written. COLTEC: COMPANY: Quincy Compressor Division, Dyneco Corporation Coltec Industries, Inc. By: By: ---------------------------- ------------------------------- Title: Title: ---------------------------- ------------------------------- 2 SCHEDULE I DESCRIPTION OF PROPRIETARY INFORMATION PRODUCT DEVELOPMENT AND TECHNOLOGY CONFIDENTIALITY AGREEMENT THIS AGREEMENT is made this 2nd day of November 1995, between Dyneco Corporation, a Minnesota corporation (the "Company"), and Quincy Compressor Division, Coltec Industries, Inc. ("Coltec"). The parties acknowledge the following facts: The Company desires to disclose to Coltec proprietary information concerning its products and technology so that the parties can proceed with their business discussions (the "Project"). In consideration of the above premises and the covenants hereinafter set forth, the parties agree as follows: 1. (a) "COMPANY INFORMATION" means Confidential Information and Trade Secrets. (b) "CONFIDENTIAL INFORMATION" means data and information relating to the business of the Company (which does not rise to the status of a Trade Secret) which is or has been disclosed to Coltec or of which Coltec became aware as a consequence of or through its relationship to the Company and which has value to the Company and is not generally known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by Coltec without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. The provisions in this Agreement restricting the use of Confidential Information shall survive for so long as the data and information relating to the business of the Company remains Confidential Information. (c) "TRADE SECRETS" means information including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques or processes which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The provisions in this Agreement restricting the use of Trade Secrets shall survive termination of this Agreement for so long as is permitted by the Florida Uniform Trade Secrets Act, F.S.A. Section 688.001, ET SEQ. 2. Coltec (a) must receive and hold the Company Information in trust and in strict confidence; (b) must protect the Company Information from disclosure and in no event take any action causing, or fail to take the action necessary in order to prevent, any Company Information disclosed to Coltec by the Company, or developed by Coltec for the Company, to lose its character as Company Information; and (c) must not use, reproduce, distribute, disclose or otherwise disseminate the Company Information except to perform the Project. Any and all reproductions of the Company Information must prominently contain a confidentiality legend. 3. Disclosures of the Company Information may be made only to employees, agents or independent contractors of Coltec (a) who are directly involved in performing the Project and have a specific need to know such information; and (b) whom Coltec has obligated under a written agreement to hold the Company Information in trust and in strictest confidence and otherwise to comply with the terms of this Agreement. Coltec agrees to diligently monitor each such employee, agent or independent contractor and, upon request by the Company, promptly to furnish to the Company a certified list of the Coltec's employees, agents and independent contractors having had access to the Company Information. 4. Within ten (10) days following the receipt of a written request from the Company, Coltec must deliver to the Company all tangible materials containing or embodying the Company Information, together with a certificate executed by a duly authorized officer of Coltec certifying that all such materials in Coltec's possession have been delivered to the Company. 5. If Coltec should breach or threaten to breach any of the provisions of this Agreement, the Company, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction or other similar remedy in order to specifically enforce the provisions of this Agreement. Coltec specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damage that would be suffered and incurred by the Company as a result of a breach of any of the provisions of this Agreement. In the event that the Company should seek an injunction hereunder, Coltec hereby waives any requirement that the Company submit proof of the economic value of any Company Information or that the Company post a bond or any other security. 6. This Agreement and the rights and obligations of the parties under this Agreement may be assigned only upon the prior written approval of the parties. The rights and obligations of the parties will inure to the benefit of, will be binding upon and will be enforceable by the parties and their lawful successors and representatives. 7. No modifications of this Agreement or waiver of any of its terms will be effective unless set forth in a writing signed by the party against whom it is sought to be enforced. This Agreement will be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, this Agreement has been executed as of the date and year first above written. COLTEC: COMPANY: Quincy Compressor Division, Dyneco Corporation Coltec Industries, Inc. By: /s/ [ILLEGIBLE] By: /s/ RICHARD D. BESSER -------------------------- ------------------------------ Title: Director of Eng. Title: President ---------------------- -------------------------- 2