Fairbanks Morse Engine - an EnPro Industries company

Confidential Disclosure Agreement

This agreement is made between Fairbanks Morse Engine, having offices at 701 White Avenue, Beloit, Wisconsin 53511 ("Fairbanks") and
Supplier Name ("Supplier")
Fairbanks must disclose to Supplier certain proprietary and confidential information and trade secrets, consisting of drawings, designs, specifications, parts lists, and other types of information or data (the "Technical Information"), to evaluate Suppliers interested in quoting engine components to Fairbanks. Supplier is willing to evaluate its interest in supplying such services for Fairbanks and Supplier agrees to the confidential obligations set forth below: 1. Supplier will not, at any time, without prior written consent of Fairbanks, publish or disclose to any third party, directly or indirectly, the Technical Information. 2. Supplier will not duplicate the Technical Information supplied by Fairbanks without the express written consent of the Purchasing Supervisor, Fairbanks. 3. Supplier shall disclose the Technical Information to only those employees who are directly concerned with development of price quotations for the supply of engine components to Fairbanks. Supplier shall, upon disclosure, advise such employees of the confidential nature of the agreement and that he or she will be bound by the terms and conditions of this agreement. 4. Supplier agrees that it will not use the Technical Information for any purpose other than for the development of such price quotations. Supplier agrees that it will not disclose to any third party that Supplier is developing such price quotations for Fairbanks. 5. The drawings, designs, specifications, and other documents prepared by Supplier for Fairbanks shall remain the property of Fairbanks and shall not be used to supply engine components for any customer other than Fairbanks. 6. Fairbanks grants no right or license to Supplier to use the Technical Information or patents of Fairbanks. 7. Upon termination of its relationship with Fairbanks, either through unsuccessful bidding for, or upon completion of an order for which the supplier is not expected to need drawings for any future orders, or when Fairbanks discontinues its relationship with Supplier for whatever reason, the Supplier agrees to promptly deliver to Fairbanks all copies of the Technical Information which are in the possession or under the control of the Supplier; including without limitation any drawings, designs, specifications, and other documentation prepared by Supplier for Fairbanks. Supplier agrees that in the event of any breach of the terms of this agreement, Fairbanks shall be entitled to obtain from any court of competent jurisdiction injunctive relief as well as equitable accounting for all profits or benefits arising out of such breach, which remedies shall be in addition to any other legal remedies to which Fairbanks may be entitled. Submission of this form constitutes a binding agreement. Supplier's obligation under this agreement shall continue for a period of five (5) years from the termination of its relationship with Fairbanks.
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