Mid-Continent Engineering : Rfqagreement

CONFIDENTIALITY AGREEMENT

This is an Agreement between Mid-Continent Engineering, Inc. (hereinafter referred to as "Mid-Continent" or the "Company"), a Minnesota corporation and the individual and/or entity, whose LOGIN ID is entered, who is referred to as "you" and "your."

In order for the Company to maintain a competitive edge, Mid-Continent must protect its proprietary, technical and business information not generally known to others. Your work with Mid-Continent may require that you be given access to confidential business information, research, development, or review private or confidential information concerning Company employees and/or its clients/customers, or that you be given access to confidential personnel information. Your LOGIN ID for this agreement confirms that you understand the restrictions in disclosing this information and your willingness to honor those restrictions.

"Confidential Information" means any information which is proprietary to the Company and which relates to its existing or reasonably foreseeable business, including, but not limited to, information contained in: products and product design; business and manufacturing methods and techniques; trade secrets, data, specifications, developments and research activity; marketing and sales strategies, information and techniques; long and short-term plans; business policies; current and prospective customer lists, contacts and information; financial, personnel and information system information; and any other information concerning the business of the Company, its manner of operation, its plans or other information which is not disclosed to the general public or known in the industry and is acquired or learned by you during the course or on account of your work with the Company, except for disclosure necessary in the course of your specific work for the Company. Information shall be treated as Confidential Information irrespective of its source and whether such information is expressly identified as being "confidential" or "trade secret."

Nondisclosure. You agree, for so long as you perform work for the Company and at all times thereafter, to hold in strictest confidence and to never disclose, furnish, communicate, make accessible to any person or use in any way for your own or another's benefit, any Confidential Information. You also agree not to permit Confidential Information to be used in competition with the Company, except as permitted or directed by the Company, as long as such information is not generally known or readily discoverable by proper means or such person is not authorized to receive such information. You acknowledge that Confidential Information constitutes a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company, and that any disclosure of such Confidential Information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. You agree to refrain from such acts and omissions that would reduce the value of Confidential Information to the Company.

Return of Confidential Information. Upon termination of your working relationship with the Company, you shall promptly return to the Company all documents or copies and extracts thereof in your possession or under your control, containing any Confidential Information of the Company, including, but not limited to all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations, hardware, software, or copies thereof which are the property of the Company or which relate in any way to Mid-Continent's business products, practices or techniques, and all other property, proprietary and Confidential Information of the Company.

Enforcement. You acknowledge and agree that failure to perform under this Agreement would cause irreparable injury to the Company and would cause damages to the Company that would be difficult or impossible to ascertain or quantify. The Company, individually or collectively, shall have the right to enforce covenants contained herein by specific performance and by a preliminary, temporary and/or permanent injunction against you and any other person concerned. Damages, specific performance and injunctive relief are all proper modes of relief and shall not be considered alternative remedies. Accordingly, without limiting any remedies that may be available with respect to any breach of this Agreement, you consent to the entry of an injunction to restrain any breach of the foregoing provisions in addition to any other relief afforded by law without, requiring the Company to obtain a bond.

Effect of Agreement. You agree that the Company is not by reason of this Agreement obligated to continue its working relationship with you at any time, for any reason, except as provided in any agreement or contract entered into between you and the Company at a prior time. If you have any questions regarding whether or not any particular information is Confidential Information, you should discuss those questions with an officer of the Company.

BY ACCEPTING THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THOROUGHLY REVIEWED ITS TERMS, UNDERSTAND THE CONDITIONS CONTAINED IN IT, AND AGREE TO COMPLY WITH SUCH TERMS AND CONDITIONS. YOU ACKNOWLEDGE THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE REASONABLE.

YOU ACCEPT THE AGREEMENT

YOU DO NOT ACCEPT THE AGREEMENT