CONFIDENTIALITY AGREEMENT GUEST / VISITOR

This Confidentiality Agreement (“Agreement”) is executed between Ultra Tech Machinery, Inc., an Ohio corporation, with its principal business location at 297 Ascot Parkway, Cuyahoga Falls, OH 44223 (“Ultra Tech”), and the recipient who is signing below (“Recipient”).

RECITALS

  1. Ultra Tech designs, manufactures and supplies various machines, equipment and automation for use in a wide variety of applications and industries.
  2. RECIPIENT is visiting Ultra Tech.
  3. RECIPIENT recognizes the value of Confidential Information and that is in the best interest of Ultra Tech to maintain the confidential, proprietary and secret nature of the Confidential Information.
  4. RECIPIENT acknowledges that Ultra Tech has a proprietary interest in equipment, automation, processes and designs, and these items possess certain information which: (i) is generally not known to the public, (ii) is bound by a Confidentiality Agreement between Ultra Tech and another party, (iii) is used in the manufacture and assembly of the equipment, and (iv) confers or tends to confer a competitive advantage over others who do not possess such information.
  5. Ultra Tech is willing to permit RECIPIENT to tour Ultra Tech facilities and receive additional information regarding Ultra Tech subject to the terms and conditions of this Agreement.

 

NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereto agree as follows:

  1. DEFINITION OF CONFIDENTIAL INFORMATION.  For purposes of this Agreement, Confidential Information shall include, but not be limited to documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, patent applications, know-how, experimental results, specifications, and other business information, relating to Ultra Tech and The HEH Group, if any and as the case may be, business, assets, operations or contracts, furnished to RECIPIENT and/or RECIPIENTS affiliates, parent, subsidiaries, employees, officers, owners, agents, consultants or representatives, in the course of work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary.  Confidential Information also includes any and all analyses, compilations, work products, studies, and other data or material prepared and/or provided by Ultra Tech, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information. RECIPIENT acknowledges that no representation or warranty, express or implied, has been or is made by or on behalf of Ultra Tech as to the accuracy or completeness of any of the Confidential Information furnished to the RECIPIENT.
  2. FORM OF DISCLOSURE.  Confidential Information may be provided in written, electronic or other recorded form and/or visually, orally, by demonstration, or in some other form not permanently recorded, and shall be considered Confidential Information regardless of whether such Confidential Information has been expressly designated as confidential or proprietary.
  3. PROTECTION OF CONFIDENTIAL INFORMATION.  RECIPIENT will preserve and protect the Confidential Information for all time from disclosure by exercising the same degree of care, but no less than a reasonable degree of care, as it uses to protect its own confidential information of a like nature to prevent the unauthorized use, dissemination, or publication of the Confidential Information.
  4. USE OF CONFIDENTIAL INFORMATION.  In accordance with the terms of this Agreement, RECIPIENT will not, without the prior consent of Ultra Tech, do any of the following:

(a)   disclose any Confidential Information to any person, other than its agents, officers, representatives, employees, or affiliates to whom disclosure will be made on a need-to-know basis in connection with the evaluation of this business opportunity (“Authorized Persons”); or

(b)   use any Confidential Information for RECIPIENT’S own benefit or for the benefit of any third party, except in connection with the manufacture of Components for Ultra Tech.

  1. EXCEPTIONS TO DEFINITION OF CONFIDENTIAL INFORMATION.  Not-withstanding anything to the contrary contained in this Agreement, the prohibitions of this Agreement will not apply with respect to any information which:

(a)   as of the date of execution of this Agreement, is in the public domain;

(b)   becomes a part of the public domain hereafter through no fault of RECIPIENT (but only to the extent that it becomes part of the public domain);

(c)   was already in the possession of RECIPIENT as evidenced by written records;

(d)   is subsequently obtained by RECIPIENT from a third party who is not under an obligation of confidentiality to Ultra Tech; or

(e)   is developed by RECIPIENT independently of and without reference to the Confidential Information.

  1. OWNERSHIP OF CONFIDENTIAL INFORMATION.  All Confidential Information is the property of Ultra Tech.  Upon written demand, all tangible Confidential Information and other items delivered to or obtained by RECIPIENT and all written notes and other information related to the Confidential Information prepared by RECIPIENT will be immediately returned to the Ultra Tech.
  2. NO GRANT OF LICENSE.  Nothing in this Agreement will be deemed to confer any intellectual property rights or licenses to RECIPIENT, or any right to RECIPIENT to use the Confidential Information, except as otherwise provided in this Agreement.
  3. REMEDIES.  RECIPIENT acknowledges that money damages are an inadequate remedy for the breach of the terms of this Agreement and that in addition to any such damages, Ultra Tech will be entitled to injunctive relief without posting any bond.  RECIPIENT further agrees to protect, indemnify, and hold Ultra Tech harmless from any and all damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from the unauthorized use and/or disclosure of any Confidential Information through a material breach of this Agreement by RECIPIENT and/or any Authorized Person.
  4. ASSIGNMENT.  The obligations of RECIPIENT hereunder are personal to RECIPIENT and may not be assigned or delegated without Ultra Tech’s prior written consent, which consent will not be unreasonably withheld.  This Agreement will inure to and be binding upon the parties and their respective successors and permitted assigns.
  5. TERM.  The obligations of RECIPIENT hereunder will exist for a period to commence on the date of this Agreement and will continue for 5 years.
  6. MISCELLANEOUS.  This Agreement supersedes all prior agreements between the parties with respect to the subject matter hereof.  This Agreement will be construed and governed under the laws and jurisdiction of Ohio without giving effect to the principals of the conflicts of laws.  In the event any legal proceedings are commenced arising out of this Agreement, such proceeding will be brought exclusively in Ohio in the Summit County Court of Common Pleas.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, it will be enforced to the extent legally permissible, and as necessary to reflect the intent of the parties, and will not affect the remaining provisions of this Agreement, which will remain in full force and effect.