This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between Lemke Industrial Machine LLC (“LIM”) and any entity or individual accessing this Agreement via the provided web link (“Company”). LIM and the Company are each referred to individually as a “Party” and collectively as the “Parties.”

By checking the acknowledgment box and continuing, the Company agrees to the terms and conditions set forth in this Agreement.

 

Background and Purpose: Lemke Industrial Machine LLC and the Company mutually desire to discuss and investigate the possibility of entering into a business relationship.  During the course of related discussions and investigations, each Party will disclose certain proprietary information, the confidentiality of which is critical to each Party’s business  The Parties are entering into this Agreement to ensure that disclosure of such information will not cause a breach in confidentiality.

 

Therefore, the Parties agree as follows:

 

1. Confidential Information.
   • “Confidential Information” means all information, business or technical data, technology, and know-how disclosed by either Party to the other, whether orally or electronically, through demonstrations or as embodied in documents, samples, models, or other tangible materials or media.  Confidential Information includes without limitation, proprietary information, information relating to released or unreleased products or their marketing or promotion, the disclosing Party’s business policies or practices, customer information, employee information, technical information, trade secrets, financial positions, pricing policy, trading positions, and information received from others that the disclosing Party is obligated to treat as confidential.  Confidential Information disclosed to any employee, agent, or representative of either Party will be deemed to have been disclosed to that Party.

 

• Confidential Information does not include any information that: (i) is or subsequently becomes publicly available without the receiving Party’s breach of any obligation owed to the disclosing Party; (ii) became known to the receiving Party prior to the disclosing Party’s disclosure of such information to the receiving Party; (iii) became known to the receiving Party from a source other than the disclosing Party and other than the known breach of an obligation of confidentiality owed to the disclosing Party; or (iv) is independently developed by the receiving Party without use of the disclosing Party’s information.

 

2. • Neither Party shall disclose any of the other Party’s Confidential Information to third parties. Neither Party may use the Confidential Information except for the purpose of evaluating the other Party’s products or technology or financial position in connection with a potential business relationship with each other.  Confidential Information may be disclosed as required by judicial or other governmental agency order, provided the receiving Party gives the disclosing Party reasonable notice prior to such disclosure, and provides reasonable assistance to the disclosing party in protecting the confidentiality of the information required to be disclosed and complies with any applicable protective order or equivalent.

 

• The receiving Party shall take reasonable security precautions (at least as great as the precautions it takes to protect its own confidential information) to keep the Confidential Information secure.  The receiving Party may disclose Confidential Information to its employees, agents or consultants only on a need-to-know basis, provided the receiving Party has executed appropriate written agreements with its employees, agents, and consultants sufficient to enable the receiving Party to comply with all of the provisions of this Agreement.

 

• The term of this Agreement will be two years from the date of execution, unless terminated earlier by either party with 30 days’ prior written notice.  All obligations and remedies with respect to Confidential Information shared under this Agreement will survive the termination of this Agreement for a period of two years, except Confidential Information identified by a Party as a “trade secret,” which must be held in confidence until such time as it is no longer a “trade secret.”

 

3. Rights and Remedies.
   • All Confidential Information provided by the disclosing Party to the other Party is and will remain the property of the disclosing Party.  Neither Party grants any express or implied right to any of its patent, copyright, trademark, or trade secret information to the other Party.

 

• The receiving Party shall notify the disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by the receiving Party, and will cooperate with the disclosing Party in every reasonable way to help the disclosing Party regain possession of the Confidential Information and prevent such Information’s further unauthorized use.

 

• The Parties acknowledge that all Confidential Information is provided “as is” without warranty of any kind and without any representation as to the accuracy or completeness of the Information.  Neither Party nor their agents shall have any liability to the other Party as a result of the accuracy or completeness of such Information.  In no event will either Party be liable to the other Party for any lost or prospective profits or any other special, punitive, exemplary, consequential, incidental or indirect losses or damages (in tort, contract or otherwise) related to this Agreement.

 

• The receiving Party shall return all originals, copies, reproductions, and summaries of Confidential Information provided in tangible media at the disclosing Party’s request and, to the extent practicable, delete any Confidential Information residing on the receiving Party’s electronic storage media.  To the extent that any such electronically stored Confidential Information cannot be purged by the receiving Party, or receiving Party is required by its bona fide document retention policy to keep an archival copy, such material will be subject to the non-disclosure obligations set forth in this Agreement.

 

• The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclose of Confidential Information or Confidential Material by a receiving Party and that the non-breaching Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

 

4. Other Provisions.
   • This Agreement does not constitute a commitment by either Party to enter into any further business relationship with the other and will insure to the benefit of and be binding upon the Parties, their successors and assigns.

 

• If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees.   This Agreement will be construed and controlled by the laws of the State of Wisconsin, and both Parties consent to the jurisdiction of the state and federal courts sitting in the State of Wisconsin.

 

• This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. This Agreement may be amended or modified only by written agreement between the Parties.  No waiver of any breach or default under this Agreement will be considered valid unless such waiver will be deemed a waiver of any subsequent breach or default of the same or similar nature.  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

 

Acknowledgment and Acceptance

By checking the acknowledgment box and continuing, both Parties confirm that they have read, understood, and agreed to the terms of this Mutual Non-Disclosure Agreement. This Agreement is effective as of the date the Company provides acknowledgment via the web interface.