From time to time, Koch Modular Process Systems, LLC (KMPS) will disclose or share Confidential Information to persons or entities in connection with KMPS’ work, which disclosure is not otherwise governed by an agreement between KMPS and the party to whom the disclosure is made. Any such disclosure is on a one-time, limited basis as described below.
Confidential Information shall mean any and all technical and non-technical information, inventions, trade secrets, “know-how”, patents, patent applications, computer programs, engineering design approaches, techniques, sketches, drawings, models, processes, apparatus, formulae, technical documentation, business and marketing plans, and similar information which have been disclosed by KMPS to another party. “Confidential Information” includes written and oral information of a confidential or proprietary nature, including but not limited to, intellectual property, research, development and know-how, and any third-party confidential information disclosed by KMPS. Confidential Information is a valuable, special, and unique asset of KMPS; all Confidential Information, and any derivatives of it, remain the property of KMPS.
A party receiving Confidential Information agrees to protect and safeguard the confidentiality of Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as it uses to protect its own valuable, confidential information of a like nature. Accordingly, anyone receiving KMPS Confidential Information will: (a) maintain Confidential Information in confidence and use it solely in connection with KMPS work; (b) not use or exploit Confidential Information for any reason other than in connection with KMPS work; (c) disclose Confidential Information only to its employees and its related companies’ personnel and its subcontractors and suppliers which have a need to use such Confidential Information in connection with KMPS work, provided such persons and entities are under similar restriction of non-disclosure, and will take all steps necessary to insure that any person or entity to whom disclosure is made will be made aware of the terms of this Policy and will observe all the undertakings of this Policy; (d) not disclose any portion of the Confidential Information to any party other than employees and personnel as set forth above without prior written consent of KMPS; (e) not copy or otherwise duplicate any Confidential Information except as necessary in connection with KMPS work; (f) return such Confidential Information within ten (10) days of KMPS’ written request for such return, provided, however, that a party may destroy the original and all copies of such Confidential Information in lieu of returning it, so long as the such party sends a written certification attesting to such destruction.
All Confidential Information disclosed by KMPS shall be stamped or subsequently identified as “Proprietary”, “Confidential”, or with a similar legend denoting the proprietary interest of KMPS. Any Confidential Information not easily marked, including information which may be orally disclosed, shall be summarized in writing and designated confidential by KMPS within thirty (30) days of its disclosure, provided, however, that any oral disclosures that explain or elaborate upon Confidential Information fixed in a media shall be considered Confidential Information without further action on the part of KMPS.
Unauthorized disclosure or use of Confidential Information will cause irreparable harm and significant injury to KMPS that may be difficult to quantify and for which there is no adequate remedy at law. Accordingly, KMPS has the right to seek and obtain immediate injunctive relief to enforce obligations under this Policy in addition to any other rights and remedies it may have.