SABRE INDUSTRIES INCORPORATED EXCLUSIVE NON-DISCLOSURE AGREEMENT
Customer may enter into one or more transactions or agreements with
SABRE INDUSTRIES INCORPORATED with addresses at 8653 E. Highway 67 Alvarado 76009, 2101 Murray Street, Sioux City, Iowa 51104, 5031 Hazel Jones Road, Bossier City, LA 71111, and 1120
Welsh Road, Suite 210, North Wales, Pennsylvania 19454 ("Company"), whether as a consultant, supplier, vendor or customer of Company or in some other capacity (collectively, the "Transactions"), and it
is contemplated that during the Transactions, the Company will disclose to Customer certain confidential and/or proprietary information. The Company, being the party disclosing, or allowing access to,
certain of its confidential and/or proprietary information shall sometimes be referred to as "Disclosing Party" and Customer, the party receiving such confidential and/or proprietary information shall
sometimes be referred to as "Receiving Party".
NOW, THEREFORE, in consideration of the disclosure of information by Disclosing Party to Receiving Party and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. DEFINITION OF CONFIDENTIAL INFORMATION. For purposes of this Agreement, the term "Confidential Information" shall mean any and all information which is disclosed or made
available by Disclosing Party to Receiving Party in connection with the Transactions or any negotiations and/or discussions related, directly or indirectly, thereto, including, without limitation,
information about Disclosing Party's financial condition, business affairs, suppliers, employees, customers, customer lists, contracts, pricing and pricing models, sales and marketing plans and
methods, processes and techniques, products, licenses, patents, copyrights, know-how, trade secrets, business plans, business methods, manufacturing methods, engineering methods,
engineering formulas, and engineering algorithms, and includes, without limitation, forms, written documents, drawings, photographs, samples, visual demonstrations, observations, computer
disks and other data in machine readable form, and oral disclosures pertaining to, based on, or containing, directly or indirectly, in whole or in part, any such information, or
incorporating or reflecting the review by Receiving Party of any such information. Notwithstanding the foregoing, "Confidential Information" shall not include information which falls into
any of the following categories:
Information generally known to the public prior to the date of disclosure by Disclosing Party;
Information which, after disclosure by Disclosing Party, becomes generally known to the public through no act or omission of Receiving Party (or its directors, officers, employees,
representatives, agents or independent contractors), and then only after the date the information becomes publicly known;
Information which Receiving Party can establish by regularly-maintained written records was in Receiving Party's possession at the time of disclosure by Disclosing Party to Receiving Party; and
Information required to be disclosed by law or pursuant to a final order of a court or arbitrator having jurisdiction thereof, after expiration of any applicable appeal period.
DUTY OF CONFIDENTIALITY.Receiving Party shall: (a) maintain Disclosing Party's Confidential Information in absolute secrecy and shall take all such reasonable steps as may be
necessary to protect the confidentiality and proprietary nature of the Confidential Information and to assure adherence to this Agreement by Receiving Party, its officers, directors, employees,
representatives and agents; (b) not, without the express prior written consent of Disclosing Party, publish or disclose, directly or indirectly, Disclosing Party's Confidential Information in any way
or form, except as otherwise expressly stated, to any person, firm, corporation or other entity, except Receiving Party's own officers, directors, employees, representatives and agents who have a need
to know the Confidential Information and who are under obligations of confidentiality to Receiving Party with respect to such Confidential Information not less restrictive than those herein; (c) not,
without the express prior written consent of Disclosing Party, use, directly or indirectly, Disclosing Party's Confidential Information, except as otherwise expressly stated in this Agreement;
(d) ensure that access to Disclosing Party's Confidential Information is available only to such officers, directors, employees, representatives and agents of Receiving Party referenced in clause (c)
on a "need-to-know" basis, and then only to the extent necessary for the purpose of enabling them to perform their assigned tasks; and (e) minimize the reproduction of Disclosing Party's Confidential
Information and secure all copies made thereof in the same manner as the original materials are secured. The restrictions set forth in this Section 2 shall apply to proprietary and confidential
information of Disclosing Party as long as such information remains "Confidential Information" under Section 1, above.
PURPOSE.Receiving Party agrees not to use Disclosing Party's Confidential Information, directly or indirectly, for any purpose other than in connection with the Transactions and
possible agreements between the parties and any related discussions and negotiations. Nothing contained in this Agreement shall be constructed, by implication or otherwise, as an obligation to enter
into any further agreement concerning either party's Confidential Information, or as a grant of a license by Disclosing Party to Receiving Party to use Disclosing Party's Confidential Information
other than for the purposes set forth in this Agreement.
OWNERSHIP AND RETURN.Disclosure of Confidential Information by Disclosing Party shall not be construed as granting to Receiving Party any right, title or interest in any of such
Confidential Information or in Disclosing Party's business. Disclosing Party's Confidential Information and all copies thereof (including, without limitation, all records, drawings, models, computer
disks or other documents or electronic media setting forth or embodying any such Confidential Information) are and shall remain the property of Disclosing Party and shall be returned by Receiving
Party to Disclosing Party along with all notes, summaries and other derivative materials prepared by such Receiving Party upon the earlier of:
the completion of the Transactions, defined as final payment by one party to the other;
if the parties do not enter into any Transactions, the termination (as reflected in a writing signed by at least one of the parties) of the negotiations between the parties in connection with the Transactions and possible arrangements and agreements with respect thereto; or
the written request by Disclosing Party.
GOVERNING LAW.This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without reference to principles of conflicts of laws.
REMEDIES.Without intending to limit the remedies available to Disclosing Party, the parties acknowledge that a breach of any of the terms contained in this Agreement may result in
material, irreparable injury to Disclosing Party for which there is no adequate remedy at law, that it may not be possible to precisely measure damages for such injuries and that, in the event of
such a breach, or threat thereof, Disclosing Party shall be entitled to obtain a temporary restraining order and/or preliminary or permanent injunction restraining the other party and any third
party from engaging in activities prohibited by this Agreement or such other relief as may be required to specifically enforce the terms of this Agreement.
SEVERABILITY.Customer and Company believe the covenants contained in this Agreement are reasonable and fair in all respects, and are necessary to protect the interests of the Company.
However, in case one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, and this Agreement shall be
reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be
reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction.
WAIVER.No failure to exercise and no delay in exercising, on the part of a party, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided by law.
PARTIES BOUND.The terms and conditions of this Agreement shall be binding upon the parties, and their respective affiliated companies, successors, assigns and legal representatives.
OTHER PROTECTION.The parties agree that nothing in this Agreement shall be construed to limit or supersede the common law of torts or statutory law or other protection of trade
secrets where such law provides Disclosing Party with greater protections or protections for a longer duration than provided herein.
WAIVER OF JURY TRIAL.The parties knowingly, voluntarily, and intentionally waive any right to a jury trial with respect to any claims arising in connection with this Agreement.