Confidentiality/Nondisclosure Agreement
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1. In connection with its participation in the North America Supplier Meeting & Community Connect Golf Outing held on September 7, 2023 (the "Activity"), Discloser may disclose to Recipient, or Recipient may otherwise receive access to, Confidential Information (as defined below). Recipient agrees that it will use the Confidential Information solely for the purpose of its participation in the Activity or to further its business relationship with Avery Dennison (the “Purpose”).
2. Recipient shall exercise the same degree of care, but no less than a reasonable degree of care, to prevent the disclosure of Confidential Information to any third party, as it uses to protect its own confidential information of a like nature. In addition, Recipient shall limit internal dissemination of Confidential Information within its own organization to individuals whose duties justify the need to know such information, and then only provided that there is a clear understanding by such individuals of their obligation to maintain the confidential nature of such information and to restrict its use solely to the Purpose. Recipient shall promptly notify Discloser of any unauthorized use or disclosure of Confidential Information and use its best efforts and cooperate with Discloser to prevent further use or disclosure. No other right or license to use Confidential Information is granted hereby.
3. "Confidential Information" means all non-public, proprietary or confidential information, including samples, of Discloser or relating to Discloser's existing or future/new products, pressure sensitive constructions and components thereof (whether such components are ultimately incorporated into Discloser’s products), and applications and methods of making, testing and using any of the foregoing; quality requirements; specifications; production facilities, equipment and processes; fitness-for-use criteria; test methods; customer names; cost and price information; current and future business and marketing plans; commercial sale and/or supply arrangements, and sales and purchase volumes; market dynamic analysis/reviews performed by Discloser; and other written, electronic or oral information disclosed or furnished by or on behalf of Discloser in connection with the Activity, in oral, visual, written, electronic or other tangible or intangible form, whether or not marked or designated as "confidential," and all notes, analyses, summaries and other materials prepared by Recipient or any of its employees or agents that contain, are based on or otherwise reflect, to any degree, any of the foregoing; provided, however, that Confidential Information does not include any information that (a) at the time of disclosure, is available to the general public; (b) which becomes at a later date available to the general public through no fault of Recipient and then only after said later date; (c) which Recipient can demonstrate was in its possession before receipt from Discloser; (d) which is disclosed to Recipient without restriction on disclosure by a third party who has the lawful right to disclose such information; or (e) which is legally required to be disclosed, provided that Recipient promptly notifies Discloser so that Discloser may seek a protective order or other appropriate remedy.
4. Discloser retains all right, title and interest in and to Discloser’s Confidential Information. Nothing in this Agreement shall be construed as granting or implying any right under any Letters Patent or to use any invention covered thereby.
5. All obligations created by this Agreement expire September 7, 2023.
6. Upon request by Discloser, Recipient shall return or destroy all Confidential Information disclosed by Discloser. If disclosure to the U.S. Government is necessary for the purposes above, then Recipient shall take all reasonable steps to protect the confidentiality of Discloser's Confidential Information, including using the appropriate regulatory legends.
7. It is understood and agreed that money damages may not be a sufficient remedy for any breach of this Agreement, and in addition to all other remedies the parties shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach.
8. This Agreement shall be construed and enforced according to the laws of the State of Ohio without regard to choice of law provisions, and shall be amended only by the written consent of both parties.
9. This Agreement is intended to operate in conjunction with any other existing non-disclosure agreement that may be in effect between the parties. In the event of any conflict between this Agreement and any other non-disclosure agreement, the existing agreement shall prevail.
10. By the signatures below of representatives authorized to commit the parties to this Agreement, both parties agree to all of the above terms and conditions. This Agreement may be executed in counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute one and the same instrument.