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ALLIGATOR Ventilfabrik GmbH • Richard-Steiff-Straße 4 • D-89537 Giengen / Brenz
Phone +49 (0)7322 130-1 • Fax +49 (0)7322 130-359 •

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Confidentiality Agreement

of ALLIGATOR Ventilfabrik GmbH

The present Agreement applies to the negotiations as well as to any contracts which may
result therefrom between

ALLIGATOR Ventilfabrik GmbH
Richard-Steiff-Str. 4
89537 Giengen a.d. Brenz

(hereinafter referred to as "ALLIGATOR")


(hereinafter referred to as "xxx")

(individually referred to as the "party" or jointly as the "parties")

regarding the planned delivery of xxx by ALLIGATOR with valves for use in xxx (hereinafter
referred to collectively as the "business relationship").

For the duration of business relationship and beyond, the parties shall treat as confidential
all information, data, sketches, drawings, 3D models, samples, descriptions, calculations,
outcomes of experiments, data relating to functions and ways of working of the valve or
other products, and any other information given orally or in writing (hereinafter referred to
collectively as the "information"), shall not make them known to third parties, and shall
utilise such information exclusively within the scope of the business relationship and only
for the duration of the business relationship, and not for any own commercial purposes or
for other customers. Within their own enterprises, the parties shall pass on the information
only to the extent necessary and only to those persons who need to be informed in order to
perform the concrete project within the scope of the business relationship. In the event that
the information is passed on to a third party pursuant to an agreement between the parties
to the present Confidentiality Agreement, the same obligations are to be imposed on such
third party.

The information pursuant to Clause 1 includes in particular - but not exclusively - the data
set forth in Annex 1 to the present Agreement. Each of the parties to the present
Confidentiality Agreement is permitted to shorten or to lengthen the list of information items
it considers worthy of protection. The extension and/or reduction of the information to be
protected must be submitted to the respective other party in writing, per telefax or by e-mail.
The parties to the present Agreement agree that Annex 1 attached to the present Agreement
serves merely to clarify matters, that it is not final, and that the information contained therein
is not yet known to the respective other party.
The obligation to confidentiality does not cover information which the party receiving it ("the
recipient") can prove that

a) it was known to it at the time that the present declaration was made, irrespective of
letter c),

b) at the time of receiving the information or later, it was generally known or was or
became state-of-the-art, 

c) it was made known to it by third parties who had licitly acquired the information and
are authorized to pass it on, or

d) pursuant to a legally binding request from a court or public authority, it is obliged to
disclose it. In this case, the party under the obligation to disclose shall inform the other
party without delay of such request.

Organs, employees and officers who belong to the entities named in Clause 1 and have
not signed the present declaration, shall be obligated in writing to maintain confidentiality
regarding information in keeping with Clause 1, unless they have already been
contractually bound to secrecy (e.g. pursuant to their employment contracts).

The passing on of information does not include the granting of rights (including utilization
rights) in favour of the respective other party and no party gives a guarantee that the
information passed on by it is objectively correct or complete. In particular, each party
reserves the rights to which it is entitled with regard to the information, in particular the right
to apply for industrial property rights for the inventions originating from it. 

Each party shall return free of charge all documents and other material which it has
received within the scope of the business relationship from the other party, as well as any
copies thereof, at any time, upon request and, once the purpose of use has ceased, without
having to be requested, to the party who made the documents or other material available, or
to destroy them and to delete from all data media any files it may have received or made
containing such information. Neither party has a right to withhold documents or other

The present Agreement shall come into effect upon being signed and shall remain in force
until it is cancelled by agreement between the parties. The obligation to confidentiality shall
remain in force for five years from the date on which the Agreement is cancelled.

The party that acts in breach of the obligation pursuant to Clause 1 shall indemnify the other
party for any loss or injury it has suffered therefrom.
If a contract penalty has been agreed, this is to be paid independently of any loss sustained; the loss
must always be proved by the party claiming damages.

Should any provision of the present Agreement be wholly or partly void / non-performable,
this shall not affect the validity of the remaining provisions. The parties shall agree on a
substitute provision which comes as close as possible to the meaning and purpose of the
original provision.

The court of jurisdiction for any litigation in connection with the present Agreement shall be
the court having jurisdiction at the place where ALLIGATOR has its principal offices. The
laws of the Federal Republic of Germany shall apply exclusively.

Annex 1 to the Confidentiality Agreement 

A) The know-how to be kept secret comprises all information, data, sketches, drawings,
3D models, samples, descriptions, calculations, outcomes of experiments, and
declarations that have been exchanged between the parties.

B) In particular, the operations and functioning of the data to be protected pursuant to
Clause A) are also to be considered confidential know-how.

C) The contracting parties shall inform all employees who are working on projects, of the
existence of the present Agreement and obligate them to confidentiality.

© ALLIGATOR Ventilfabrik GmbH

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ALLIGATOR North America Inc.
50164 Pontiac Trail - Unit 1
Wixom, MI 48393

+1 - 855 - 573 - 6748

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