CONFIDENTIALITY AGREEMENT VENDOR AGREES TO PROTECT THE CONFIDENTIALITY OF PORPRIETARY INFORMATION OWNED BY FATA AUTOMATION AND EMBODIED IN THE FATA FTP WEB SITE AND THESE DRAWINGS, BILLS-OF-MATERIAL, MANUALS AND OTHER DESIGN DOCUMENTS WHICH FATA AUTOMATION SHALL PROVIDE BIDDER/VENDOR. A. WHEREAS, FATA AUTOMATION ENGAGES IN THE BUSINESS OF DESIGNING, ENGINEERING, MANUFACTURING, SELLING AND INSTALLING MACHINERY: AND IN THAT BUSINESS HAS EXPENDED SUBSTANTIAL TIME, SKILL AND EXPENSE TO DEVELOP CONFIDENTIAL INFORMATION DATA, TECHNOLOGY AND KNOW HOW ABOUT ITS MACHINERY AND AS A VALUABLE ASSET OF THAT BUSINESS HAS RECORDED SUCH CONFIDENTIAL INFORMATION IN DRAWINGS, BILLS OF MATERIAL, MANUALS AND DESIGN DOCUMENTS. B. WHEREAS, BIDDER/VENDOR ENGAGES IN THE CONSTRUCTION BUSINESS AND IS DESIROUS OF BIDDING UPON AND OBTAINING AWARDS FROM OR THROUGH FATA AUTOMATION FOR THE ERECTION AND INSTALLATION OF MACHINERY OF COMPONENTS ACCORDING TO SPECIFICATION REVEALED IN DRAWINGS, BILLS OF MATERIAL, MANUALS AND OTHER DESIGN DOCUMENTS TO BE PROVIDED BY FATA AUTOMATION TO BIDDER/VENDOR. C. WHEREAS, FATA AUTOMATION WILL RETAIN ALL OWNERSHIP RIGHTS IN THE DRAWINGS, BILLS-OF-MATERIAL, MANUALS AND OTHER DESIGN DOCUMENTS PROVIDED BY SELLER. NOW, THEREFORE, FATA AUTOMATION AND BIDDER/VENDOR AGREE AS FOLLOWS: 1. OWNERSHIP OF DOCUMENTS: FATA AUTOMATION SHALL RETAIN ALL OWNERSHIP INTEREST IN THE DRAWINGS, BILLS-OF-MATERIAL, MANUALS OR DESIGN DOCUMENTS (AND THE INFORMATION CONTAINED THEREIN) WHICH FATA AUTOMATION SHALL SHARE WITH BIDDER/VENDOR IN ANY FORM PHYSICAL OR ELECTRONIC, INCLUDING ANY SUBSIDIARIES OR AGENTS OF THE BIDDER/VENDOR. 2. SCOPE OF USE OF DOCUMENTS: BIDDER/VENDOR SHALL NOT USE OR PERMIT USE OF ANY INFORMATION REVEALED IN ANY DRAWINGS, BILLS-OF-MATERIAL, MANUALS OR DESIGN DOCUMENTS DELIVERED BY FATA AUTOMATION FOR ANY PURPOSE OTHER THAN THE BIDDING UPON, OR THE PERFORMANCE OF, ANY CONTRACT OBTAINED FROM OR THROUGH FATA AUTOMATION, AND SHALL NOT REVEAL, TRANSFER OR DELIVER SUCH DOCUMENTS, OR COPIES THEREOF, OR INFORMATION CONTAINED THEREIN, TO ANY OTHER PERSON OR COMPANY WITHOUT THE EXPRRESS CONSENT MADE IN WRITING BY FATA AUTOMATION. 3. COPIES OF DOCUMENTS: BIDDER/VENDOR SHALL NOT PERMIT THE MAKING OF ANY COPIES OF ANY DRAWINGS, BILLS-OF-MATERIAL, MANUALS OR OTHER DESIGN DOCUMENTS DELIVERED BY FATA AUTOMATION TO BIDDER/VENDOR, OR BIDDER'S/VENDOR'S SUBSIDIARIES OR AGENTS, EXCEPT AS NECESSARY TO THE BIDDING ON OR PERFORMANCE OF ANY CONTRACT AVAILABLE FROM OR THROUGH FATA AUTOMATION AND SHALL NOT ALLOW ANY THIRD PARTY TO MAKE ANY SUCH COPIES. 4. NON-DISCLOSURE: BIDDER/VENDOR AGREES NOT TO DISCLOSE THE IDENTITY OF FATA AUTOMATION'S ULTIMATE CUSTOMER. 5. RETURN OF DOCUMENTS: BIDDER/VENDOR, AND BIDDER'S/VENDORS'S SUBSIDIARIES OR AGENTS, AFTER THE TERMINATION OF THE BID PROCESS OR THE COMPLETION ANY AWARD AVAILABLE FROM OR THROUGH FATA AUTOMATION SHALL REDELIVER TO FATA AUTOMATION ALL DRAWINGS, BILLS-OF-MATERIAL, MANUALS AND OTHER DESIGN DOCUMENTS RECEIVED FROM FATA AUTOMATION, AND ALL COPIES OR ABSTRACTS MADE THEREFROM, AND SHALL CERTIFY IN WRITING TO FATA AUTOMATION THAT IT DOES NOT RETAIN ORIGINALS, COPIES OR ABSTRACTS OR ANY SUCH DOCUMENTS RECEIVED FROM FATA AUTOMATION. 6. NO COMPETITIVE USE OF DOCUMENTS: BIDDER/VENDOR, AND BIDDER'S/VENDOR'S SUBSIDIARIES, AGENTS OR EMPLOYEES THEREOF, SHALL NOT AT ANY TIME, WHETHER DIRECTLY OR INDIRECTLY, USE ANY INFORMATION REVEALED TO IT IN THE DRAWINGS, BILLS-OF-MATERIAL, MANUALS OR OTHER DESIGN DOCUMENTS RECEIVED FROM FATA AUTOMATION TO COMPETE WITH FATA AUTOMATION IN THE MANUFACTURING OR SALE OF MACHINE OR MACHINE PARTS.
