MUTUAL NON-DISCLOSURE AGREEMENT BETWEEN Cargotec Corporation, a corporation validly organised and existing under the laws of Finland having its principal place of business at Porkkalankatu 5, 00180 Helsinki, Finland, and ____________________, a corporation validly organised and existing under the laws of the United States having its principal place of business at:_______________________ _____________ WHEREAS: A) For the purpose of evaluating the feasibility of possible business relationship between the parties concerning potential development of cooperation for components manufactured from steel and for the possible business relationship which is a consequence of the said evaluation (hereinafter "Purpose") B) the parties may, in conjunction with the aforesaid and for their mutual benefit, disclose to each other technical and/or commercial information relating to their respective businesses, facilities, products, techniques and processes in form of oral disclosure, demonstration, device, apparatus, model, sample of any kind, computer program, magnetic medium, document, specification, circuit diagram or drawing and visual observation of the aforesaid which information is proprietary to the disclosing party or any of its affiliated companies (hereinafter "Information") and the parties are willing to undertake to restrict the use and further distribution of the Information: NOW, IT IS HEREBY AGREED: 1. Each party (hereinafter "Receiving Party") shall keep all Information received from another party including Information received from a party’s affiliated companies (hereinafter "Disclosing Party") in whatever form as strictly confidential and shall not disclose it to third parties without the prior written consent of the Disclosing Party. 2. The Information received hereunder shall not be used for any purpose other than the above mentioned Purpose without the prior written permission of the Disclosing Party. 3. Each party shall restrict access to Information received from another party to only those of its and its affiliated companies’ employees to whom such access is necessary for carrying out the Purpose and advise such employees of the obligations assumed herein. 4. The Receiving Party shall in no event use a lower degree of care in safeguarding the Disclosing Party's Information than it uses for its own information of like sensitivity and importance and upon discovery of any unauthorised disclosure of Information in its possession the Receiving Party shall use its best endeavours to prevent any further disclosure or unauthorised use thereof. 5. The foregoing obligations shall not apply to any Information which a) is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the Receiving Party; or b) was known to the Receiving Party prior to disclosure by the Disclosing Party as proven by the written records of the Receiving Party; or c) is disclosed to the Receiving Party by a third party who did not obtain such Information, directly or indirectly from the Disclosing Party; or d) was independently developed (by personnel having no access to the Information) by the Receiving Party as proven by the written records of the Receiving Party. Any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features thereof are in the public domain or in the possession of the Receiving Party, but only if the combination itself and its principle of operation is in the public domain or in the possession of the Receiving Party. 6. This Agreement shall remain valid for the duration of the Purpose and for the period of five (5) years from the date of termination of the Purpose. 7. Neither this Agreement nor disclosure of Information shall constitute or imply any promise or intention to make any purchase of products or services by either party or any commitment by either party with respect to the present or future marketing of any product or service or any promise or intention to enter into any other business arrangement. 8. No license to a party, under any trademark, patent, copyright or any other intellectual property right, is either granted or implied by the conveying of Information to such party. None of the Information disclosed or exchanged shall constitute any representation, warranty, assurance, guarantee or other inducement by either party to the other of any kind and in particular with respect to the noninfringement of trademarks, patent, copyrights or any other intellectual property rights, or other rights of third parties. 9. All material embodying Information or relevant or related thereto whether or not supplied by the Disclosing Party, including, without limitation, rejected drawings, scrap papers, photographic negatives or computer input or output, all including all copies of any kind shall be returned or destroyed upon written request of the Disclosing Party. 10. This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its rules for choice of law. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The arbitration shall be held in Helsinki, Finland. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the first day set forth below. Date and Location Signed: _______________________________________ Cargotec Corporation ____________________ _____________________ Print Name Signature Date and Location Signed: _______________________________________ ____________________________ Company ____________________ _____________________ Print Name Signature
