Proprietary Information Agreement

Certified Fluid Power, LLC and the undersigned, hereinafter referred to as the "Party" or "Parties", recognize that in order to evaluate business opportunities that may be of interest to them, it may be mutually beneficial to exchange information which each Party considers to be Proprietary Information.

Therefore the Parties agree as follows:

  1. Proprietary Information shall be defined as hardware, or any information of any form or characteristic designated by either Party verbally or by writing, stamp or legend to be Proprietary Information at the time of its disclosure.

  2. Neither Party shall use or disclose, in whole or in part by any means whatsoever, any Proprietary Information provided by the disclosing Party to any third Party without express prior written consent of the disclosing Party, or to any foreign national where such disclosure may constitute an export under the laws or regulations of the United States.

  3. Each Party shall utilize the same degree of care to preserve and protect the other Party's Proprietary Information from disclosure that they use to protect their own Proprietary Information, which will not be less than reasonable care, unless the written record demonstrates such information was:

    1. in the public domain; or
    2. known to the Party prior to the disclosure or receipt from the disclosing Party; or
    3. disclosed with the prior written consent of the disclosing Party; or
    4. independently developed by the receiving Party without reliance on the other Party's Proprietary Information.

  4. Proprietary Information disclosed under thisAgreement shall be and remain the property of the disclosing Party. Any disclosure of Proprietary Information under thisAgreement shall not constitute prior publication or public use regarding Patent eligibility.

  5. Neither Party is obligated to disclose Proprietary Information by reason of thisAgreement. No warranty is made regarding the accuracy of the Proprietary Information provided hereunder, and neither Party, in making such disclosures, assumes liability if the receiving Party uses or otherwise relies on this Proprietary Information.

  6. ThisAgreement shall be effective for a period of five (5) years after the date of execution below. Either Party may terminate its obligations under thisAgreement thirty (30) days after written notice to the other Party. However, obligations of the Parties to protect Proprietary Information shall survive termination of thisAgreement. Upon termination or expiration, all Proprietary Information shall be returned to the disclosing Party.

  7. ThisAgreement shall be construed in accordance with the laws of the State of Utah.

In Witness Whereof, the Parties cause this Agreement to be executed by their duly authorized representatives below:

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