OutgoingNon-DisclosureAgreement Page2of3
Outgoing Non-Disclosure Agreement No. NDA/______
This agreement ("Agreement") is made and entered into as of the last date of execution hereof by and among:
WSK “PZL-Rzeszów” S.A., a company having its head office and principal place of business at 120 Hetmanska st.,
35-078 Rzeszów, Poland, registered under entry KRS 0000014898 in District Court Rzeszów, Department XII of National Court Register, share capital: PLN 113.704.610, REGON: 690-297-876, NIP: PL813-02-67-970 (“WSK”), and
______, a legal entity or person having a principal place of business at ______(“Recipient”);
(and each a “Party” and, together, the “Parties”).
Whereas, WSK possesses information it considers proprietary and confidential, including, but not limited to technical and/or commercial information related to WSK’s products/services, which WSK wishes to disclose, and Recipient wishes to receive, in confidence for the sole purpose of permitting WSK and Recipient to evaluate a potential business relationship between them, preparing and/or responding to solicitations and performance under such purchase orders as may be issued by WSK for the provisions of goods and/or services, including but not limited to, design, development, manufacture, installation, testing, qualification, and service of precision components and parts for various applications (the "Purpose");
Now therefore, in consideration of the mutual promises set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definition of Proprietary Information. “Proprietary Information” means all information and articles disclosed
by WSK to Recipient for the Purpose and which (i) if disclosed in writing, tangible or electronic form, are identified
as proprietary with an appropriate marking, or (ii) if disclosed in visual, oral or in other intangible form, are expressly identified as proprietary at the time of disclosure and subsequently reduced to writing, marked as proprietary,
and provided to Recipient within thirty (30) days. Proprietary Information of WSK received from a third party
in connection with the Purpose shall be subject to this Agreement. The existence and contents of this Agreement are deemed to be Proprietary Information.
2. Restrictions on Use and Disclosure. Proprietary Information: (i) shall be used by Recipient only for the Purpose;
(ii) shall not be disclosed to any other person or entity, and may be provided only to those of Recipient's personnel who have a "need-to-know" related to the Purpose and have agreed in writing to protect such information in a manner consistent with this Agreement, and (iii) shall be protected against disclosure and unauthorized use using the same degree of care used to protect Recipient's own proprietary information, but in no event using less than reasonable care. Without limiting the generality of the foregoing, Recipient may not use Proprietary Information of WSK for any purpose not expressly permitted, including, without limitation, to design, manufacture, service or repair parts
for WSK’s products, to compare a part to other part(s) or to design(s) of other part(s), to seek or obtain FAA Parts Manufacturer Approval (PMA), or Designated Engineering Representative (DER) approval, Supplemental Type Certificate (STC) approval or other governmental or regulatory approval to manufacture, repair, or sell any part, product or service, or to decompile, disassemble, decode, reproduce or reverse engineer any information or software.
3. Term and Survival. This Agreement shall automatically terminate ten (10) years after the date of last execution hereof, however either Party may earlier terminate upon thirty (30) days written notice. The restrictions on Recipient regarding the use, disclosure, protection and destruction or return of Proprietary Information received prior
to termination shall survive termination indefinitely.
4. Destruction/Return. Upon termination, or earlier if requested by WSK, Recipient shall promptly destroy all WSK's Proprietary Information in its possession, including any documents created by Recipient which expressly or implicitly contain WSK's Proprietary Information. At any time prior to such destruction, if requested to do so in writing, Recipient shall return WSK's Proprietary Information. Upon written request, Recipient shall certify in writing
the completion of such destruction/return.
5. Exceptions. Proprietary Information shall not include information which Recipient can prove is:
(a) in or comes into, through no fault of Recipient, the public domain;
(b) lawfully known to Recipient, without confidentiality obligation, and reduced to writing prior to receipt under this Agreement;
(c) independently developed by Recipient; or
(d) lawfully disclosed to Recipient without restriction by a third party not in breach of any obligation to protect
the confidentiality of such information.
6. Disclosure Pursuant to Legal Requirement. Recipient shall not be liable for disclosure of Proprietary Information pursuant to legal action or applicable government regulation, provided that Recipient promptly notifies WSK, if legally permitted to do so, and takes reasonable measures to contest, limit the extent of, and protect the confidentiality of such disclosure.
7. Warranty and Limitations. WSK proprietary information is provided "as is", without any warranty whatsoever, expressly or by implication, including warranties as to the quality, accuracy or noninfringement of any proprietary information. No party shall be liable to any other for indirect, incidental, consequential or special damages, whether
in contract, tort or under any other legal theory.
8. Points of Contact. The points of contact are as follows (may be changed upon written notice):
Attn: Natalia Głuszek______WSK “PZL-Rzeszów” S.A.
ul. Hetmańska 120
35-078 Rzeszów, Poland
Phone: + 48 17854 6044______
Fax: + 48 17866 7010 ______
Email: ___ _ / Attn: ______
______
______
______
Phone: ______
Fax: ______
Email: ______
9. Export and import restrictions. Exchange of information under this Agreement shall be made in accordance with all applicable export, import and customs laws and regulations, including Polish, Canadian and U.S. export, import
and customs laws and regulations. Each party will cooperate with the other in applying for and diligently pursuing all necessary export approvals.
10. No Implied License, Etc. Proprietary Information remains property of WSK. Except as expressly stated herein, Recipient receives no license under any intellectual property right of WSK. This Agreement does not obligate
the Parties to enter any further contract, issue any purchase order, or reimburse any cost incurred in the course
of performance of this Agreement. WSK is not obligated to disclose any particular information.
11. No Amendment or Assignment. This Agreement may not be amended except by an instrument in writing signed
by an authorized representative of each Party hereto. Neither this Agreement nor its obligations may be assigned
in whole or in part.
12. General. In the event any provision is deemed invalid or unenforceable, the Parties shall jointly seek an arrangement having a legal effect as similar as possible to the original, mutually agreed intent. The failure of WSK to enforce any right or provision hereunder at any time, or for a period of time, shall not be construed to be a waiver of such right
or provision. Any waiver expressly made shall not be deemed to be a waiver of any other right or provision, nor
a continuing waiver in respect of future situations. This Agreement is the entire agreement between the Parties regarding the Purpose, and supersedes all prior agreements relating to the Purpose. Paragraph titles are provided
for convenience only and shall not affect the interpretation of this Agreement.
13. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of Poland, without reference to its conflict of laws rules. The parties have agreed that this Agreement be in English.
In witness whereof, each of the Parties hereto has caused this instrument or its facsimile to be executed on its behalf by its duly authorized representatives.
WSK “PZL - Rzeszów” S.A. / ______By: / By:
Name: / Name:
Title: / Title:
Date: / Date:
By: / By:
Name: / Name:
Title: / Title:
Date: / Date:
WSK„PZL-Rzeszów”S.A. Confidential
Non-technical data