PREDL SYSTEMS NORTH AMERICA INC.
1.01 Confidential Information
All information relating to Predl Systems and its Affiliates and their respective businesses and affairs, including but not limited to professional engineering drawings containing standard and custom dimensional measurement data and graphical form factor descriptions for the purpose of proposing, designing, manufacturing, and specifying the Predl Systems’ products for standard municipal sanitary and wastewater sewage system design including but not limited to base liners, bells and accessories, wall liners, ladder rungs, telescopic access rings, inside drops and joint details, furnished by or on behalf of the Predl Systems to the Recipient or any of its Representatives, regardless of the manner in which it is furnished, whether by download or in writing or in any other form or media, but does not include information that:
(a) is already published or otherwise is or becomes readily available to the public, other than by a breach of these terms and conditions;
(b) is rightfully received by Predl Systems from a third party not in breach of any obligation of confidentiality to Predl Systems;
(c) is proven to be known by the Recipient on a non-confidential basis prior to disclosure hereunder; or
(d) is proven to be developed by the Recipient independent of any disclosure by Predl Systems.
The purpose of Predl Systems and www.predlsystems.com is to support businesses and municipalities with mandates to design, develop, build and operate sanitary and wastewater sewer utilities which choose to consider and evaluate the value of the products and services provided by Predl Systems North America Inc. (Predl Systems) towards entering into a business relationship with Predl Systems.
1.03 Disclosure of Confidential Information
Predl Systems North America Inc. (Predl Systems) will at its discretion provide such of the Confidential Information to the registered Designer and/or Precaster (Recipient) as is required for the Purpose.
1.04 Use of Confidential Information
The Recipient will use the Confidential Information solely for the Purpose. The Recipient will not disclose the Confidential Information to any person other than the Recipient’s Representatives who have a need to know the Confidential Information for the Purpose. The Recipient will:
(a) prior to disclosing the Confidential Information to any such Representative, issue appropriate instructions to such Representative with respect to the restrictions that apply to the Confidential Information and obtain the Representative’s agreement to receive and use the Confidential Information on a confidential basis on the same conditions as contained in these terms and conditions and otherwise to comply with the terms hereof; and
(b) be responsible for any and all breaches of the terms of these terms and conditions by its Representatives.
The Confidential Information will not be copied, reproduced in any form or stored in a retrieval system or data base by the Recipient without the prior written consent of Predl Systems, except for such copies and storage as may be required by the Recipient or its Representatives for the Purpose. The Recipient will take reasonable security measures and use care to preserve and protect the secrecy of, and to avoid the disclosure or use of, the Confidential Information. The Recipient will promptly advise Predl Systems in writing of any misappropriation or misuse by any person of the Confidential Information that may come to its attention.
1.05 Return of Confidential Information
Upon the request of Predl Systems, any Confidential Information it has furnished to the Recipient will be promptly returned, accompanied by all copies thereof made by the Recipient and its Representatives, and deleted from all retrieval systems and data bases by the Recipient. With the consent of Predl Systems, any Confidential Information that would otherwise be returned to Predl Systems may instead be destroyed by the Recipient. The Recipient will deliver to Predl Systems a certificate by an officer of the Recipient of such return, or destruction, and deletion.
1.06 Rights in Confidential Information
All right, title and interest in and to the Confidential Information will remain the exclusive property of Predl Systems and the Confidential Information will be held in trust and confidence by the Recipient for Predl Systems. No interest, licence or any right respecting the Confidential Information, other than expressly set out herein, is granted to the Recipient under these terms and conditions by implication or otherwise. Nothing herein contained will be deemed to limit or restrict the rights of Predl Systems to assert claims for patent or copyright infringement against the Recipient.
1.07 List of Individuals with Access
When requested by Predl Systems, the Recipient will promptly provide a list containing the full name, title, location and function of each person having access to or copies of the Confidential Information.
1.08 Hold Harmless Provision
To the fullest extent permitted by law, the Recipient agrees to defend, pay on behalf of, indemnify, and hold harmless Predl Systems and/or any and all agents and employees of Predl Systems, against any and all claims, demands, suits or loss, including all costs connected therewith, and for any liability, claims, and/or damages which may be asserted, claimed or recovered against or from Predl Systems and/or any and all agents and employees of Predl Systems, by reason of personal injury, including bodily injury or death and/or property damage, including loss of use thereof, which arises out of or is in any way connected or associated with the Confidential Information.