Stryker Medical 10/30/2019 - Laserfiche WebLink

CITY stryker VOICE OF CUSTOMER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Agreement is made by and between Stryker Medical("Stryker")and the undersigned customer("Customer"). Stryker has disclosed and/or desires to disclose certain confidential information regarding Stryker's products and its technology, plans, ideas,customers,and markets. To protect the information,Customer agrees as follows: 1. Confidential Information. "Confidential Information"means any information regardless of its medium that is provided by Company to Customer or to which Customer is exposed, whether before or during the term of this Agreement, including, without limitation, (a)the identities of or information concerning Company's customers,suppliers, or other business partners, (b)information concerning Company's business and business plans,and(c)Company's marketing plans and materials. 2. Restrictions on Use;Non Disclosure. Except as otherwise expressly permitted in writing by an authorized representative of Company, Customer agrees that it will not: (a)use the Confidential Information of Company for any purpose other than providing feedback,reactions,and evaluations to Stryker;(b)directly or indirectly copy,or otherwise reproduce(in whole or in part)any Confidential Information of Company;or(c)disclose,reveal or otherwise provide access to Confidential Information of Company to any person or entity. 3. Exceptions. The obligations set forth in Section 2 above shall not apply to Confidential Information that:(a)before the time of its disclosure was already in the lawful possession of the Customer; or(b)at the time of its disclosure to Customer is available to the general public or after disclosure to Customer by Company becomes available to the general public through no wrongful act of the Customer. 4. Ownership; No License. Company shall retain ownership of all rights, including all intellectual property rights, in its Confidential Information. Customer agrees that any patentable discovery,patent or copyrightable work which arises from Customer's activities is the sole property of Company and Customer expressly waives any right to ownership of any patent that may be developed or able to be developed arising directly or indirectly as a result of the activities,as well as any royalty or compensation of any kind. Customer agrees to assign to Company any right,title and interest in any intellectual property that arises from activities provided under this Agreement. 5.-.'Compensation. Customer acknowledges that it will receive no-compensation for the activities contemplated pursuant to this Agreement. 6. Duration. The obligations set forth in this Agreement shall survive indefinitely. 7. Remedies. Customer acknowledges and agrees that a breach of this Agreement by Customer will cause continuing and irreparable injury to Company's business as a direct result of any such violation, for which the remedies at law will be inadequate, and that Company shall therefore be entitled, in the event of any actual or threatened violation of this Agreement by Customer, and in addition to any other remedies available to it, to a temporary restraining order and to injunctive relief against Customer to prevent any violations thereof,and to any other appropriate equitable relief. 8. Miscellaneous. This Agreement may be modified or waived only by a separate writing signed by both Parties expressly so modifying or waiving any provision of this Agreement. If any provision or provisions of this Agreement shall be held,for any reason, to be illegal, invalid or nonenforceable, then the remaining provisions shall nonetheless be legal, valid and enforceable provisions. This Agreement does not reduce or supplant the protections contained in the Uniform Trade Secrets Act. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all earlier agreements and understandings, oral and written, between the Parties with respect to the subject matter IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed by their duly authorized corporate officers or representatives as of the date first above.written. Stryker Corporation,through its Medical Division Date: By: Discussion/Presentation Topic: Print Name: Title: ._..