WRAP Non-Disclosure Agreement
Please read the following Non-Disclosure Agreement carefully before proceeding.
READ THIS NON-DISCLOSURE AGREEMENT ("AGREEMENT") CAREFULLY. BY CLICKING "ACCEPT" BELOW AND/OR BY USING TANKNOLOGY'S INTERNET ACCESS SYSTEM, YOU AGREE TO BECOME A PARTY TO, AND TO BE BOUND BY, THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "DECLINE" BELOW, AND YOU WILL NOT BE ABLE TO USE TANKNOLOGY'S INTERNET ACCESS SYSTEM.
THIS NON-DISCLOSURE AGREEMENT is made between TANKNOLOGY Inc., 11000 N. MoPac Expressway, Suite 500, Austin, Texas 78759 ("TANKNOLOGY"), and you, a TANKNOLOGY customer and user of TANKNOLOGY'S INTERNET ACCESS SYSTEM ("CUSTOMER").
WHEREAS, TANKNOLOGY AND/OR TANKNOLOGY'S INTERNET ACCESS SYSTEM possess valuable information of a proprietary, secret and/or confidential nature defined and described below (hereinafter referred to as "CONFIDENTIAL INFORMATION").
WHEREAS, CUSTOMER wishes to obtain certain CONFIDENTIAL INFORMATION from TANKNOLOGY under the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
- The CONFIDENTIAL INFORMATION is a commercial asset of considerable value to TANKNOLOGY. TANKNOLOGY is willing to disclose and permit the use of CONFIDENTIAL INFORMATION to CUSTOMER only on the condition that CUSTOMER will not disclose or permit the disclosure of, or use or permit the use of, the CONFIDENTIAL INFORMATION in any manner except under the conditions set forth hereinafter. CONFIDENTIAL INFORMATION shall include, by way of example but without limitation, data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, customer lists, pricing information, studies, findings, inventions, and ideas and any and all written or oral descriptions, advertisements, operating manuals, applications, Internet applications, software, and literature relating to:
TANKNOLOGY's tank testing, field services, maintenance management, fuel services, and compliance management software and hardware products used to monitor, test, construct, install, operate, protect, and control underground storage tanks.
Information shall be CONFIDENTIAL INFORMATION for purposes of this AGREEMENT unless it is marked "NON-CONFIDENTIAL" at or prior to the time of transmittal to CUSTOMER, and, in the case of information transmitted orally, if it is orally identified as "NON-CONFIDENTIAL" at the time of transmittal and within ten (10) days is identified as such in a writing delivered to CUSTOMER.
- CUSTOMER agrees to hold the CONFIDENTIAL INFORMATION in strict confidence, to use the CONFIDENTIAL INFORMATION only for the purpose of determining the interest of CUSTOMER in negotiating a future agreement between TANKNOLOGY and CUSTOMER regarding CONFIDENTIAL INFORMATION, or to obtain access to TANKNOLOGY'S INTERNET ACCESS SYSTEM and/or website for CUSTOMER'S purposes, and not to disclose any CONFIDENTIAL INFORMATION, in whole or in part, to any third party, except CUSTOMER may disclose CONFIDENTIAL INFORMATION in confidence to employees and independent contractors of CUSTOMER who would require knowledge of such CONFIDENTIAL INFORMATION for performance of their regular duties, and then only pursuant to a written agreement with such employees and independent contractors which binds such employees to maintain the CONFIDENTIAL INFORMATION in strict confidence to the same extent as CUSTOMER has agreed to in this AGREEMENT. CUSTOMER shall use at least the same degree of care to avoid disclosure and/or use of CONFIDENTIAL INFORMATION as it employs with respect to its own proprietary or confidential information of like importance as the CONFIDENTIAL INFORMATION.
- The obligations of CUSTOMER contained herein shall continue for a period of five (5) years from receipt of the particular CONFIDENTIAL INFORMATION, regardless of termination of this AGREEMENT, unless or until:
- the CONFIDENTIAL INFORMATION hereafter becomes available to the public, except as the result of unauthorized disclosure by CUSTOMER;
- the CONFIDENTIAL INFORMATION was in CUSTOMER's possession prior to disclosure hereunder as evidenced by bona fide written, dated documents, and was not acquired, directly or indirectly, from TANKNOLOGY;
- the CONFIDENTIAL INFORMATION is received by CUSTOMER from a third party without restriction and without breach of this AGREEMENT or any other agreement of which CUSTOMER knows; and/or
- the CONFIDENTIAL INFORMATION is at the time of disclosure in the public domain as evidenced by printed publications.
- If CUSTOMER is requested or required to disclose CONFIDENTIAL INFORMATION pursuant to a subpoena or an order of a court or governmental agency, CUSTOMER shall:
- Promptly notify TANKNOLOGY of the existence, terms, and circumstances surrounding the court or governmental agency request or requirement;
- Consult with TANKNOLOGY on the advisability of taking steps to resist or narrow the request;
- If disclosure of CONFIDENTIAL INFORMATION is required, furnish only such portion of the CONFIDENTIAL INFORMATION as CUSTOMER is advised by counsel is legally required to be disclosed; and
- Cooperate with TANKNOLOGY in its efforts to obtain an order or other reliable assurance that confidential treatment be accorded to that portion of the CONFIDENTIAL INFORMATION that is required to be disclosed.
- All CONFIDENTIAL INFORMATION shall be and remain the property of TANKNOLOGY, and all such CONFIDENTIAL INFORMATION received from TANKNOLOGY, including any product samples, shall be promptly returned to TANKNOLOGY upon request (but no later than 30 days after such a request), or destroyed at the option of TANKNOLOGY, except that one copy of the disclosed CONFIDENTIAL INFORMATION may be retained for archival purposes, and shall remain subject to the nondisclosure terms of this AGREEMENT.
- In the event of a breach or threatened breach, irrespective of materiality, by CUSTOMER of the terms or conditions of this AGREEMENT, TANKNOLOGY would suffer irreparable harm, and CUSTOMER hereby consents (without in any way limiting any rights or remedies of or available to TANKNOLOGY) to the entry by a court of competent jurisdiction of a temporary injunction without notice, and/or a preliminary injunction, enjoining CUSTOMER from disclosing, or using, in whole or in part, any of the CONFIDENTIAL INFORMATION, whether referred to or not specifically in this AGREEMENT or elsewhere.
- This AGREEMENT shall be construed in accordance with the laws of the State of Texas.
ACCEPT I am accepting in full the terms
of the above agreement.
DECLINE I have chosen to decline the terms
of the above agreement.