REQUEST FOR QUOTE TERMS AND CONDITIONS
Last Modified: September 10, 2019
Acceptance of the Terms and Conditions
These Request for Quote terms and conditions are entered into by and between You and Marvel Medtech, LLC, DBA Marvel Medtech Advanced Manufacturing, (“Company,” “we,” or “us”). The following terms and conditions (together with any terms and conditions expressly incorporated herein by reference, the “Terms”), govern your submission of any information or material pertaining to products, formulae, specifications, designs, processes, plans, intellectual property and data (collectively “Specifications”) through the Company’s website(s) or any links provided by the Company (collectively, the “Site”).
Changes to the Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all Specification submissions from You.
For a period of one (1) year from the receipt of any Confidential Information (as defined below), each party (as the “Recipient”) agrees that any proprietary and confidential information or materials (including, without limitation, the Specifications) (“Confidential Information”) provided to the Recipient by the other party (the “Discloser”) will be used by the Recipient solely for the purpose of considering and evaluating the possibility of entering into a business transaction with the Discloser to manufacture goods or products in accordance with the Specifications (the “Purpose”). The Recipient is permitted to disclose the Confidential Information to no person other than its employees, attorneys, accountants, advisors, vendors and subcontractors (collectively, the “Representatives”) who need to know such information for the Purpose and are subject to no less stringent confidentiality obligations. The Recipient shall inform all Representatives of the confidential nature of the Confidential Information and that their use of the Confidential Agreement is limited by this Agreement. Confidential Information includes any notes, analyses, compilations, studies or other material or documents prepared by either party or by a third party for the benefit of either party that contain, reflect or are based, in whole or in part, on the Confidential Information.
Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available other than as the result of a disclosure by the Recipient or its Representatives (as defined below); (ii) was already in the Recipient’s possession or known to the Recipient prior to being disclosed or provided to the Recipient by or on behalf of the party disclosing the Confidential Information, provided that the source of such information or material was not bound by any obligation of confidentiality to the Discloser with respect to the Confidential Information; (iii) was or is obtained by the Recipient from a third party, provided that such third party was not bound by any obligation of confidentiality to the Disclosure with respect to the Confidential Information; (iv) is developed independently by the Recipient without the use of the Confidential Information of the Discloser, or (v) is required to be disclosed pursuant to applicable law.
Nondisclosure of Relationship of Possible Transaction
Without the prior written consent of the other, neither party shall disclose the fact that discussions or negotiations are taking place concerning a possible transaction involving the parties hereto.
No Obligation to Enter Transaction
Confidential Information provided hereunder does not and is not intended to represent a commitment by either party to enter into any transaction or other business relationship with any other party.
You acknowledge that the Company may be currently or in the future developing goods or products, or receiving information from other parties, that may be the same as or similar to Your Confidential Information. Accordingly, nothing set forth in the Terms will be construed as a representation or agreement, or otherwise give rise to an inference, that the Company cannot or will not (i) develop products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the Specifications, provided that the Recipient does not breach any of its obligations of confidentiality set forth herein in connection with such development; or (ii) in any manner affect or limit the Company’s past, present and future business activities of any nature, including business activities which may compete with You.
Return of Confidential Information; Residual Information
The Recipient agrees to, upon the request of the Discloser, return or destroy any Confidential Information kept by the Recipient or a Representative.
Notwithstanding any other agreement herein, the Company shall have the right, at any time, to use Residual Information (as defined below) for any purpose in its business, provided that the Company does not, and does not permit its Representatives to, breach its confidentiality obligations under this Agreement in using such Residual Information. For purposes of this Agreement, the term “Residual Information” means any Confidential Information in intangible form (including, without limitation, ideas, concepts, know-how or techniques) that is retained in the memory of the Company’s Representatives who use or have access to such Confidential Information. The Company shall not have any obligation to limit or restrict the work assignments of any of its Representatives or to pay You any royalties for any work product developed in reliance on or through the use of, in whole or in part, any Residual Information, provided, however, that this paragraph shall not be deemed to grant to the Company any right, title or interest (including, without limitation, any intellectual property rights) in or to any of Your Confidential Information.
No license under any patents, copyrights or other intellectual property rights is granted, conveyed or implied by the Discloser’s transmittal of Confidential Information or other information to the Recipient under this Agreement.
Representations or Warranties
You represent and warrant that (i) You own or control all rights in and to the Specifications, (ii) the Specifications do not infringe or misappropriate any third party intellectual property rights.
You also represent and warrant that any goods or products manufactured by the Company in accordance with the Specifications (i) will comply with all applicable laws and regulations, (ii) are not in any way intended to be used in connection with any good or product that violates or is otherwise restricted by applicable law (including, without limitation, firearms), and (iii) are not in any way intended to be used by or sold to any person, including yourself, that is (1) located in a country or region that is subject to comprehensive U.S. economic sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); or (2) a designated, denied, or otherwise restricted party, as specified under the laws and regulations identified above.
Except as otherwise set forth herein, neither party makes any other representations or warranties of any kind, whether expressed or implied, with respect to the Confidential Information.
Failure to perform any obligation or duty herein may cause irreparable harm to the other party, which harm cannot be adequately compensated for by money damages. Each party hereby agrees that the non-breaching party shall be entitled to seek equitable relief, including injunction, in the event of any breach of the provisions of these Terms.