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This AGREEMENT is entered into and made effective upon the activation of a user account for the Internet based application at www.vinyasamt.com, ("Website"), as administered by ADR International, Inc., a Michigan corporation, ("ADR"), and the selection of the "I Agree" option below, by ADR and any company, corporation or individual granted access to the account, ("User"). Acceptance by use of the Website accepts all terms with no exclusions of this agreement.
The information contained, distributed, exchanged or otherwise referenced or utilized in connection with the use of the Website is considered confidential and proprietary of ADR, or companies of whom ADR has been granted access to such information. The nature of the Website is to allow secure exchanges of CAD Data ("Data") between sources such as Original Equipment Manufacturers ("OEMs"), Tier Level Suppliers ("Tiers") and Tooling or Material Vendors ("Vendors"). User is therefore bound by preexisting nondisclosure or confidentiality agreements due to the nature of their businesses with respect to their customer. Should any preexisting agreement not exist then it is asserted that this agreement shall bind any User to terms consistent with the use of confidential and proprietary information. Furthermore, this agreement shall be governed and construed in accordance with the laws of the United States and the State of Michigan and User consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this agreement. User agrees that in the event of any breach or threatened breach by User, ADR may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect ADR against any such breach or threatened breach. Confidential Information
ADR proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to User. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to User by ADR. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require ADR to disclose any of its information.
User's Obligations
A. User agrees that the Confidential Information is to be considered confidential and proprietary to ADR and User shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with ADR, and shall disclose it only to its officers, directors, or employees with a specific need to know. User will not disclose, publish or otherwise reveal any of the Confidential Information received from ADR to any other party whatsoever except with the specific prior written authorization of ADR.
B. Confidential Information furnished in tangible form shall not be duplicated by User except for purposes of this Agreement. Upon the request of ADR, User shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At User's option, any documents or other media developed by the User containing Confidential Information may be destroyed by User. User shall provide a written certificate to ADR regarding destruction within ten (10) days thereafter. Term
The obligations of User herein shall be effective three (3) years from the date ADR last discloses any Confidential Information to User pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against User, nor by the rejection of any agreement between ADR and User, by a trustee of User in bankruptcy, or by the User as a debtor-in-possession or the equivalent of any of the foregoing under local law.
Other Information
User shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by User; is rightfully received by User without obligations of confidentiality; or is developed by User without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to ADR along with the asserted grounds for disclosure.
No License
Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. User agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.
No Publicity
User agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with ADR.
Governing Law and Equitable Relief
This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Michigan and User consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. User agrees that in the event of any breach or threatened breach by User, ADR may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect ADR against any such breach or threatened breach.
Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
No Assignment
User may not assign this Agreement or any interest herein without ADR's express prior written consent.
Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Notices
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
If to ADR: ADR International, Inc 2295 N. Opdyke Road, Suite A Auburn Hills, MI 48326 No Implied Waiver
Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
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