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