CONFIDENTIALITY AND ASSIGNMENT AGREEMENT
      This agreement is made and entered into this 7 day of September 2006, by and between Mr.DallasMyers of Featherlite Innovations, Inc., DBA DALACO, Myers Poured Walls and/or Tuf-N-Lite, a corporation under the laws of the State of Ohio (hereinafter collectively called “Featherlite”) and the undersigned “Party”. IT IS UNDERSTOOD AND ACKNOWLEDGED THAT:
      Featherlite has developed or acquired and uses certain commercially valuable Confidential Information, as hereinafter defined, and will develop or acquire in the future new Confidential Information. The success and continued growth of Featherlite depends to a substantial degree upon the protection of this Confidential Information.
      Party is or may be engaged by Featherlite in a position of trust and confidence in which Party may use, observe, or obtain Confidential Information. In addition, as the result of Party’s duties or evaluations, Party may be provided with information, facilities and equipment.
      The purpose of this agreement is to permit Featherlite to protect its rights in Confidential Information and obtain the benefit of certain discoveries, inventions, improvements, innovations and concepts developed, in whole or in part, with Party.
      With these understandings, in consideration of the opportunity to evaluate, use, develop, and/or have access to certain Confidential Information, and as a condition to such disclosures by Featherlite, Party and Featherlite hereby agree as follows:
1.        CONFIDENTIAL INFORMATION
A.        For purposes of this agreement, “Confidential Information” shall mean methods, processes, techniques, formulae, designs, equipment, research data, marketing and sales information, personnel data, customer lists, supplier lists, financial data, plans and all other information, know-how and trade secrets of Featherlite, or its subsidiaries or affiliated companies, which have not been published or disclosed to the general public. It shall also include any such similar information of any third party with respect to which Featherlite has undertaken an obligation of secrecy.
B.        Party shall not, without first obtaining the written consent from
Featherlite, during the term of this agreement or of any time thereafter, use in any way for the benefit of Party or others, or disclose to others, any Confidential Information obtained from Featherlite.
C.        Confidential Information does not include, however, any
Information which Party can demonstrate:
1.        is now, or hereafter becomes, through no act or
failure to act on the part of Party, generally known or available to the public;
2.        was known by Party, as evidenced by a dated writing
prior to receipt of such information from Featherlite;
3.        is hereafter rightfully obtained by Party from a third
party without breach of any obligation to Featherlite; or
4.        is independently developed by Party without use of or
reference to the Confidential Information of Featherlite;
2.        RETURN OF MATERIALS
All memoranda, notes, records, photographs, drawings, blueprints, manuals, plans, paper, or other documents or things made or compiled by or made available to Party by Featherlite and any copies or abstracts thereof, and any samples, prototypes, products, machinery, equipment, or other property of Featherlite, whether or not any of the foregoing shall contain or embody any Confidential Information, are and shall be the property of Featherlite and shall be delivered to Featherlite by Party immediately upon any request therefore by Featherlite.securing
3.        ASSIGNMENT OF RIGHTS
The parties acknowledge that: (a) Featherlite is a developer and/or manufacturer of poured concrete products and related components; and (b) Featherlite and Party intend to work together using Party’s materials, tooling and technology in the development and/or manufacture of Featherlite’ products. The parties agree that any “ideas” generated as a result of their work together which include, derive from, require, or are based upon, at least in part, Featherlite’ Confidential Information shall become the property of Featherlite and any ideas which are generated without the benefit, assistance, motivation or requirement of Featherlite’ Confidential Information shall become the property of Party. Ideas shall include, but not be limited to, developments, design changes, formula changes, results, data, work product or other information. Each party agrees to assign to the other all their rights in such ideas which are by this Agreement the other party’s property, and to cooperate with the other party in securing title to and any available patent or other protection for such ideas.
4.        GENERAL PROVISIONS
A.                It is understood that either Featherlite or Party may terminate any relationship between them at any time.
B.                The confidentiality and assignment obligations under this agreement shall survive the termination of engagement.
C.                If any provision or provisions of this agreement shall be held to be unenforceable by any court, the remaining provisions shall be unaffected and shall continue in full force and effect.
D.                This agreement is for the benefit of and shall be binding upon Featherlite, its successors and assigns, and Party and Party’s successors, assigns, and personal representatives.
E.                Party further agrees that a violation of this Agreement will be grounds for injunctive relief against Party as well as grounds for damages.

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