• Subcontractor Confidentiality Agreement

  • In order for the undersigned to receive confidential project information from Copeland Electric Company LLC, I acknowledge that I, or my company, will be exposed to certain clients’ proprietary business and technical information, including, but not limited to, products and formulations, equipment and equipment designs, layout and other proprietary items, ideas, and equipment (the “Proprietary Information”). Accordingly, I agree that all such Proprietary Information that I, or my company (“Receiving Party”) *, obtains, or is observed by me, shall be protected by me in accordance with the terms and conditions hereof. Except as provided below, specifically prohibited is the use of such Proprietary Information in any manner inconsistent with the agreements herein.

    1. All Proprietary Information disclosed in writing, orally, or observed during any site visit, pursuant to this Agreement, shall be
      maintained in secrecy by me and my company, using the same safeguards as I/we use to protect my own or my employers’
      commercially confidential information of a similar character, but at least using reasonable care. I agree not to use, except for the
      “Evaluation” as provided herein in Section 3, or disclose in any manner to anyone including my employer, co-workers,
      supervisors, or agents, any such received Proprietary Information, except on a need-to-know basis, without the prior express
      written consent of Copeland Electric LLC, unless or until such information is:
      (a) already known to or otherwise in my possession at the time of disclosure from Copeland Electric LLC pursuant to this
      Agreement; or
      (b) publicly available or otherwise in the public domain; or
      (c) rightfully obtained by me from any third party without restriction and without breach of this Agreement by me.
    2. Nothing in this Agreement shall be construed as granting me expressly, by implication, estoppel or otherwise, any license under
      or any right to utilize:
      (a) any Proprietary Information received or observed from Copeland Electric LLC, except the limited right to use such
      Information by me or my company for Evaluation purposes as specifically provided herein.
    3. For purposes of this Agreement, “Evaluation” shall mean: Any review of project information.
    4. I further agree that any and all plans, drawings, notes, diagrams, descriptions, memoranda, or other writings obtained from
      Copeland Electric LLC, and any copies or excerpts thereof or any notes I make containing the Proprietary Information shall
      remain the property of Copeland Electric LLC and that said documents shall, upon request of Copeland Electric LLC, be
      promptly returned to Copeland Electric LLC upon completion of the Evaluation described herein.
    5. All Confidential Information, and its existence and receipt, shall be kept confidential and not disclosed to any third party (except
      as provided in this Section 3), and not be used by Subcontractor for any commercial or competitive purpose whatsoever.
    6. This Agreement shall be subject to and construed in accordance with the laws of the State of Louisiana.
    7. The terms of this Agreement shall remain in full force and effect for three (3) years commencing with the date of my signing
      below.
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