NON-DISCLOSURE AGREEMENT FOR--PDF by mmcsx

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									                    NON-DISCLOSURE AGREEMENT FOR
        HFI FLUID POWER PRODUCTS - CONFIDENTIAL INFORMATION



        This Non-Disclosure Agreement, having an effective date of ______________________, relates
to the protection of confidential information belonging to HFI Fluid Power Products, having a place of
business at 1210 Washington Avenue, Racine Wisconsin 53403 and transmitted to
________________________________________________________ (“Recipient”)

         1.     HFI Fluid Power Products proposes to make available to Recipient, at Recipient’s request,
certain information that HFI Fluid Power Products considers confidential (“HFI Fluid Power Products
Confidential Information”) for the purpose of _____________________________ HFI Fluid Power
Products Confidential Information is any information relating to HFI Fluid Power Products business,
including, but not limited to, financial information, computer programs, electronic information,
documents, manuals, drawings, specifications, production schedules, test data, maintenance
procedures/processes, or the like. Without limiting the generality of the foregoing, HFI Fluid Power
Products Confidential Information includes any information that is available to Recipient by virtue of
Recipient’s business relationship with HFI Fluid Power Products, including but not limited to, any
information accessible to Recipient by reason of visits to HFI Fluid Power Products facilities.

         2.      Recipient agrees to use HFI Fluid Power Products Confidential Information only for the
purpose intended as set forth in paragraph 1 above and not for its own benefit, unless otherwise agreed
in writing. Recipient further agrees to use reasonable care not to disclose HFI Fluid Power Products
confidential Information to any third party, such care to be at least commensurate with the care
exercised by Recipient with respect to preserving Recipient’s own confidential information,

          3.     Recipient agrees to restrict access of HFI Fluid Power Products Confidential Information
only to employees of Recipient whose access is reasonably necessary to carry out the purpose of this
Agreement after such employees have been informed of the terms of this Agreement. Recipient agrees
not to disclose HFI Fluid Power Products Confidential Information to anyone other than such employees.

        4.      Recipient shall not be liable for disclosure of information that Recipient can prove:

                A - was already known by Recipient prior to receipt from HFI Fluid Power Products or
                becomes known by Recipient independently of HFI Fluid Power Products through no
                wrongful act on the part of Recipient;

                B - is now, or becomes, publicly known, such as, but not limited to, information disclosed
                in patents or publications, through no violation of this Agreement; or

                 C - is approved in writing by HFI Fluid Power Products for disclosure to a third party by
                Recipient.




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            5.        All materials transmitted from HFI Fluid Power Products to Recipient or created or
   printed by Recipient and containing HFI Fluid Power Products Confidential Information or Confidential
   Information that is obtained by Recipient in any form, including by virtue of visits to HFI Fluid Power
   Products’ facilities, shall remain the property of HFI Fluid Power Products and shall be returned to HFI
   Fluid Power Products upon request.

           6.       Nothing contained in this Agreement shall be construed as granting by implication,
   estoppel or otherwise, any licenses or rights under any patents, copyrights, processes, techniques,
   know-how or other legally protectable proprietary rights (present or future) of HFI Fluid Power
   Products.

             7.      HFI Fluid Power Products makes no representations, extends no warranties of any
   kind, either express or implied, and assumes no responsibilities whatsoever with respect to the
   adequacy, accuracy or utility of any information obtained by Recipient under this Agreement; and HFI
   Fluid Power Products assumes no responsibilities whatsoever with respect to use by Recipient of any
   information obtained by Recipient under this Agreement. Recipient agrees that it shall indemnify and
   hold HFI Fluid Power Products, and its officers, directors, employees and agents (collectively, the
   “Indemnitiees”) harmless from and against any and all damages, claims, losses, expenses, costs,
   obligations and liabilities including, without limiting the generality of the foregoing, liabilities for
   attorneys’ fees (“Loss and Expense”), suffered, directly or indirectly, by an Indemnitee by reason of,
   or arising out of , (i) any failure by Recipient to perform or fulfill any of their respective covenants or
   agreements set forth in this Agreement, or (ii) any litigation, proceeding or claim by any third party
   relating in any way to the obligations of Recipient under this Agreement or the use of the HFI Fluid
   Power Products Confidential Information.

             8.      Unless earlier terminated, the term of this Agreement shall be five (5) years from
   the date of execution, but the obligations of confidentiality set forth in paragraph 2 and 3 above and
   the limitations set forth in paragraphs 6 and 7 above shall survive an termination or expiration of this
   Agreement.

            9.     This Agreement shall be construed in accordance with the substantive laws of the
   State of Wisconsin and cannot be changed, terminated or waived orally, in whole or in part.



HFI Fluid Power Products
By : ______________________________                  By : _____________________________

__________________________________                  _________________________________
Print Name                                          Print Name

Title :______________________________ Title : ____________________________

Date :_____________________________                  Date : ____________________________
                                                                (Supplier)



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