RIX Industries Flow Downs

3/1/2004

Description:

PROPRIETARY DATA CONTROL

Clause:

All Buyer-furnished data and information relating to this solicitation, including interface or other technical data of Buyer's subcontractors or customers that is revealed to Bidder, is considered to be proprietary to Buyer or Buyer's subcontractors or customers, and all rights therein are reserved. Buyer hereby provides Bidder the right to use the proprietary data and a limited license to reproduce any copyrighted material from this solicitation based on the following conditions: 1. Bidder agrees that by accepting this solicitation and related documents that neither the solicitation data nor any part of the related information disclosed to Bidder will be reproduced or transferred to other documents except for purposes relating to Bidder's response to this solicitation. Bidder agrees not to use or disclose to others, for manufacturing purposes or any other purpose, the data provided except as specifically authorized by Buyer in this solicitation and any resulting contract. 2. Bidder further agrees to respect the confidential nature of the disclosure, oral and/or written, and not to disclose to others except to discuss it with Bidder's own personnel or with subcontractors who agree to respect the confidential nature of this information and the conditions set forth in this clause. The purpose of revealing this information to Bidder is to permit its employees to evaluate the data and to use the information in the preparation of its response to Buyer's solicitation. If, at a later date, Bidder desires to use this information for any other purpose, Bidder agrees not to do so unless and until obtaining a contract from Buyer --- in which case, Bidder's use will be only for the purposes of performing under that contract --- or unless and until it obtains Buyer's written permission. 3. Bidder agrees to destroy or return the data to Buyer in the event that Bidder is not selected to receive the contract resulting from this solicitation. 4. The above obligations will not apply or will cease to apply, as appropriate, to the information disclosed when it can be established by Bidder that the information was in the public domain at the time of this disclosure; such information was known to Bidder prior to this disclosure; or such information has become known to Bidder from an independent source that did not receive it from Buyer under an obligation of confidence.