Download CDA-5_1_2015 - Supplier Portal

849-5.1
Unilateral Confidential Disclosure Agreement
(Protecting TEC Information provided through TEC’s Supplier Portal)
This Confidential Disclosure Agreement (“Agreement”) is entered into between Tyco Electronics Corporation on
behalf of itself and its Affiliated Entities (“TEC”) and you (“Company”).
1. Purpose:
TEC is interested in exploring the possible purchase of goods or services from the Company. TEC may disclose to
the Company certain confidential information via TEC’s supplier portal to enable the Company to submit a suitable
proposal to TEC and, if the Company is the awarded the business, to produce and sell goods or services to TEC. For
the avoidance of doubt, this Agreement covers all confidential information communicated through TEC’s supplier
portal and any follow-up communication (oral or written, regardless whether it is through TEC’s supplier portal)
related to the information communicated through TEC’s supplier portal. Prior to disclosure of any information for a
separate project that is unrelated to the information communicated through TEC’s supplier portal, TEC and
Company shall enter a separate Confidential Disclosure Agreement to cover such disclosure
2. Terms:
This Agreement shall be effective as of the date of Company’s access.
The Termination Date of this Agreement shall be one year from the effective date, or until terminated by either party
with thirty (30) days notice.
The Confidentiality Obligations of this Agreement shall continue for three (3) years after the date of disclosure of
the relevant Confidential Information; provided that trade secrets shall be protected until such time as they cease to
be trade secrets though no act or omission of the Company.
3. Confidential Information:
Any information disclosed by TEC to the Company will be considered Confidential Information except for
information which : (a) is already known or in the possession of the Company; (b) is disclosed to the Company by a
third party who is not under any confidentiality restrictions; (c) is independently developed by or for the Company
as documented by the records of the Company; (d) subsequently enters into the public domain other than by a breach
of this Agreement; or (e) is already published or otherwise in the public domain at the time of disclosure. If a
question of breach arises it will be the Company’s obligation to prove such exceptions are valid.
The Company may disclose Confidential Information if required by any judicial or governmental requirement or
order provided that the Company takes reasonable steps to give TEC sufficient prior notice to contest such
requirement or order and reasonably cooperates with TEC to secure an appropriate protective order. If TEC is not
successful in obtaining such court order, the Company may furnish only that portion of the Confidential Information
that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential
treatment will be accorded the Confidential Information.
4. Confidentiality Obligations:
The Company shall: (a) use the Confidential Information solely for the Purpose stated above; (b) limit the disclosure
of Confidential Information to employees who have a need to know in order to accomplish the Purpose of this
Agreement and ensure such employees are bound by a confidentiality agreement including terms substantially
similar to the terms of this Agreement prior to receiving such Confidential Information; (c) only disclose
Confidential Information to a third party for whom the Company has obtained express written consent of disclosure
from TEC; (d) use the same degree of care, but in any case no less than a reasonable degree of care, to prevent
unauthorized use, dissemination or publication thereof as it uses to protect is own Confidential Information of
similar nature; (e) not copy or duplicate Confidential Information except as necessary to comply with the Purpose;
and (f) not reverse engineer or decompile Confidential Information except as required to achieve the Purpose.
The term "Affiliate" as used herein shall mean, with respect to either party, as applicable; (1) any organization or
entity owning a majority of the outstanding voting stock or of the voting power of either party: (2) any other
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corporation or entity of which a majority of the voting stock or voting power is owned or controlled by the
immediate parent or ultimate parent of either party; or (3) any other corporation or entity of which a majority of the
voting stock or voting power is owned by either party. However, the term “Affiliate” shall exclude from its
definition those entities of the receiving party that are competitors of the disclosing party.
The Company agrees to fully comply with the United States Export Control Regulations. This obligation survives
any termination of this Agreement.
All materials containing Confidential Information shall remain the property of TEC and the Company shall return all
Confidential Information provided by TEC, whether in tangible or electronic form, along with any and all copies
thereof within fifteen (15) days of the earlier of the: termination of this Agreement, award by TEC of the relevant
business to a supplier other than the Company, or request by TEC for the return of the Confidential Information.
5. Warranty:
NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY TEC UNDER THIS
AGREEMENT. CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITH NO WARRANTY AS TO
ITS ACCURACY OR COMPLETENESS.
6. Remedies:
The Company acknowledges that monetary remedies alone may not be an adequate remedy for any breach or
threatened breach of any of the obligations of this Agreement. Therefore, TEC shall be entitled to seek injunctive or
other equitable relief in addition to any other remedy to which it may be entitled at law or in equity without the need
of posting a bond or other security or proving that monetary damages would be an inadequate remedy. Such
remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to
all other remedies available at law or in equity.
7. Miscellaneous:
Nothing in this Agreement, and no course of dealing between the parties, shall be construed to constitute the grant of
a license, express or implied, to the Company under any patent, patent application, trademark, copyright, trade secret
or Confidential Information of TEC. Neither this Agreement nor the disclosure of Confidential Information
hereunder shall be construed as: (a) creating a commitment as to any product; or (b) soliciting any business or
incurring any obligation not specified herein.
Nothing herein will prohibit TEC from developing products or having products developed for it that compete with
the products or systems contemplated by this Agreement.
This Agreement imposes no obligation on TEC to disclose any of its Confidential Information to the Company.
This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania without
regard to its choice of law provisions.
No assignment of this Agreement shall be valid without the written consent of TEC, which consent shall not be
unreasonably withheld.
If any provision of this Agreement or its application is held to be invalid, illegal or unenforceable in any respect, the
validity, legality or enforceability of any of the other provisions and applications therein shall not in any way be
affected or impaired.
Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision
hereof. A waiver given by TEC on any one occasion is effective only in that instance and will not be construed as a
waiver of any right on any other occasion.
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This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be
an original. This Agreement may be validly executed by means of signed facsimile or signed electronic
transmission.
This Agreement contains the entire understanding between the parties with respect to the Purpose. No modifications
of this Agreement or waiver of the terms and conditions hereof shall be binding on either party unless approved in a
writing duly executed by both parties.
Acknowledged and Agreed:
Company:
By:
Name:
Title:
Date: