Privacy Policy

  1. The Receiving Party acknowledges that the Disclosing Party has or will provide, and the Receiving Party has or shall receive and/or have access to, the Confidential Information as hereinafter defined, which will be strictly subject to the terms hereof. For purposes of this Agreement, “Confidential Information” shall mean and include, without limitation, all information, formulations, data, documents, specifications, algorithms, software programs, technology, know-how, designs, inventions, discoveries, processes, models, samples, equipment information concerning research and development work and/or trade and business secrets, including without limitation, prices, sales, financial, customer, contractual and marketing information, or information which relates to current, planned or proposed products, marketing and business plans, forecasts, projections and analyses of the Disclosing Party of a confidential and/or proprietary nature, which information, if in tangible form, shall be marked by the Disclosing Party as confidential or proprietary at the time of disclosure or, if disclosed in any other form, shall be identified as confidential at the time of disclosure and summarized and designated as confidential or proprietary in a written memorandum delivered to the Receiving Party within sixty (60) days after such disclosure. Regardless of whether the Confidential Information was identified as confidential, if the Receiving Party has reason to believe that the Confidential Information received may be confidential, the Receiving Party shall nevertheless treat such Confidential Information as the confidential information of the Disclosing Party. Each party shall determine in its sole discretion what Confidential Information it shall disclose to the other party.
  2. The Receiving Party shall retain the Confidential Information in the strictest confidence and, except as herein provided or with the express written consent of the Disclosing Party, shall not modify, copy or adapt the Confidential Information or disclose it to any person, firm or corporation.
  3. The Receiving Party shall not use the Confidential Information for any purpose whatsoever other than in connection with the Purpose.
  4. The Receiving Party shall (a) restrict disclosure of the Confidential Information to those employees and consultants (including employees and consultants of wholly owned subsidiaries of the Receiving Party) who are directly responsible for the Receiving Party’s fulfillment of the Purpose and who are bound, whether as a condition of their employment/consultancy or otherwise, by a written non-disclosure agreement of at least equal scope to this Agreement and which extends to the Confidential Information; and (b) disclose the Confidential Information only to the extent it is strictly necessary for each of such employees and/or consultants to perform such duties for the Receiving Party. Notwithstanding the foregoing, the Receiving Party shall be jointly liable to the Disclosing Party with each of the Receiving party’s employees, former employees, consultants and former consultants at all times, regardless of termination of any labor, employment, consultancy or other relationship, for any breach of confidentiality or non-disclosure obligations by any such person in connection with the Confidential Information.
  5. The Receiving Party shall at all times take the necessary precautions to keep the Confidential Information confidential, and such precautions shall in no event be less than those the Receiving Party utilizes to protect its own proprietary information and trade secrets. The Receiving Party hereby represents to the Disclosing Party that policies and procedures haveMutual Non-Disclosure Agreement 2

    been instituted which provides adequate protection for the Receiving Party’s own confidential information.

  6. The Confidential Information is and shall always remain the exclusive property of the Disclosing Party, and the Receiving Party hereby acknowledges the right, title and interest of the Disclosing Party in and to the Confidential Information. The Receiving Party will not at any time infringe, contest, dispute or question such right, title or interest nor aid others in doing so, directly or indirectly.
  7. The disclosure to the Receiving Party of the Confidential Information or its use by the Receiving Party shall not be construed in any way to grant to the Receiving Party any right or license with respect to the Confidential Information other than the right to use the same strictly in accordance with the terms of this Agreement. No express or implied warranty is offered or intended regarding any Confidential Information provided.
  8. The Confidential Information disclosed under this Agreement is delivered “as is” and the Disclosing Party makes no representation of any kind with respect to the accuracy of such Confidential Information or its suitability for any particular use.
  9. This Agreement shall remain in full force and effect, whether or not the Disclosing Party shall at any time own or control the rights to the Confidential Information.
  10. The Receiving Party acknowledges that the Confidential Information is the valuable proprietary information and/or confidential trade secrets of the Disclosing Party and that unauthorized disclosure or use of Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages. The parties agree and acknowledge that money damages are not a sufficient remedy for any breach of this Agreement by the Receiving Party and that the Disclosing Party shall be entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity.
  11. The period of disclosure shall commence as of the effective date of the Agreement and shall, unless terminated in accordance with the provisions of this Section, continue for a period of two years from the Effective Date hereof, unless extended by the written consent of the parties attached to this Agreement (the “Disclosure Period”).Notwithstanding anything to the contrary in the preceding paragraph, the Disclosure Period may be terminated by either party by providing the other party written notice of termination, provided, however that all obligations of the parties hereto with respect to the Confidential Information shall survive any termination of the Disclosure Period.

    This Agreement shall commence as of the date set forth above, and shall continue in full force and effect for a period of five (5) years following the earlier of completion or termination of the Disclosure Period. Upon the Disclosing Party’s first written request, the Receiving Party shall: (a) promptly return to the Disclosing Party, or destroy subject to the Disclosing Party’s written instructions, all tangible embodiments or any other form of the Confidential Information, whether provided by the Disclosing party or made by the Receiving Party; (b) take all necessary steps to ensure the prompt return by the Receiving Party’s present or former employees to the Disclosing Party of all tangible embodiments or any other form of the Confidential Information provided to or in the possession or control of such persons; (c) immediately cease all further use of the Confidential Information; and (d) provide the Disclosing Party with a written certificate evidencing the complete and full execution of the provisions of this Section.

  12. The obligations of the Receiving Party regarding the confidentiality of the Confidential Information shall not apply to any information which (a) is contained in a generally available publication bearing a date prior to the date of disclosure to the Receiving Party; (b) is or becomes available to the public other than as a result of an act or omission by the Receiving Party in breach of this Agreement, provided however, that Confidential Information shall not be deemed to be in the public domain merely because any part of the Confidential Information is embodied in general disclosure or because individual features, components or combinations thereof, are now or become, known to the public; (c) is known by the Receiving Party from a source independent of any restrictions imposed by the Disclosing Party or becomes rightfully known to the Receiving Party from such source and written documentation thereof is provided to the Disclosing Party upon request; (d) is independently developed by the Receiving Party without use of the Confidential Information disclosed by the Disclosing Party, as proven by its written records; or (e) is required to be disclosed under applicable law, provided however, that if the Receiving Party receives a subpoena or similar document requiring it to disclose the Confidential Information, the Receiving Party shall notify promptly the Disclosing Party so that the Disclosing Party can take appropriate action to suppress the disclosure of its Confidential Information or else insure that its Confidential Information is disclosed under confidentiality provisions only.In the event the Receiving Party receives Confidential Information that it claims to be exempt from the confidentiality requirements contained herein due to one or more of the exceptions listed above, the Receiving Party shall promptly notify the Disclosing

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    Party of the claimed exception(s), and upon the request of the Disclosing Party, provide details to the Disclosing Party verifying its claim. The Receiving Party shall have the burden of proof for any exception claimed hereunder.

  13. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agree to substitute for such invalid provision a valid provision that most closely approximates the intent and effect of the invalid provision.
  14. This Agreement may not be assigned by either party without the prior written consent of a duly authorized officer of the other party. The merger or consolidation of a party, or the sale of all or substantially all of the assets or shares of a party hereto, shall not be deemed an assignment of this Agreement.
  15. This Agreement is the complete and exclusive agreement of the parties with respect to the subject matter hereof, supersedes all prior written or oral understandings relating thereto, and shall survive the expiration or termination of any other agreement between the parties. This Agreement may not be modified except by a written instrument signed by a duly authorized representative of each party hereto. This Agreement shall be subject to and interpreted in accordance with the laws of the State of Wisconsin excluding its conflict of laws provisions.