Terms of Service
In order to ensure proper testing, use, handling and in order to protect certain Confidential Information that may be disclosed to "Participant" identified below, intending to be legally bound, Participant agrees that:
1. General Disclaimer
The manner in which you use and the purpose to which you put and utilize our products, technical assistance and information (whether verbal, written or by way of production evaluations), including any suggested formulations and recommendations are beyond our control. Therefore, it is imperative that you test our products, technical assistance and information to determine to your own satisfaction whether they are suitable for your intended uses and applications. This application-specific analysis must at least include testing to determine suitability from a technical as well as health, safety, and environmental standpoint. Such testing has not necessarily been done by us. Unless we otherwise agree in writing, all products are sold strictly pursuant to the terms of our standard conditions of sale. All information and technical assistance is given without warranty or guarantee and is subject to change without notice. It is expressly understood and agreed that you assume and hereby expressly release us from all liability, in tort, contract or otherwise, incurred in connection with the use of our products, technical assistance, and information. Any statement or recommendation not contained here in is unauthorized and shall not bind us. Nothing here in shall be construed as a recommendation to use any product in conflict with patents covering any material or its use. No license is implied or in fact granted under the claims of any patent.
2. HEALTH AND SAFETY INFORMATION
Appropriate literature has been assembled which provides information concerning the health and safety concerns that must be observed when handling products mentioned in this publication. Appropriate industrial hygiene and other safety precautions recommended by the products manufacturer should be followed. BEFORE WORKING WITH ANY PRODUCT MENTIONED IN THIS PUBLICATION, YOU MUST READ AND BECOME FAMILIAR WITH THE AVAILABLE INFORMATION CONCERNING ITS HAZARDS, PROPER USE AND HANDLING. This cannot be overemphasized. Information is available in several forms, i.e., material safety data sheets and product labels. Consult your representative.
3. The party disclosing Confidential Information is Matexion. The party receiving Confidential Information (“Recipient”) is Participant.
4. The Confidential Information (“Confidential Information”) disclosed under this Agreement is described as business information relating to the Matexion’s business, its business partners, including but not limited to specifications, formulations, technology, inventory, and other information that may be disclosed from time to time
5. This Agreement controls only Confidential Information that is disclosed to the Recipient during the term of the relationship between Participant and Matexion.
6. Recipient shall not disclose Confidential Information to any third party and shall protect Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure or misuse of Confidential Information as Recipient uses to protect its own confidential information of a like nature.
7. If Recipient is required by judicial or administrative process to disclose Confidential Information, Recipient shall promptly notify Discloser and allow Discloser a reasonable time to oppose such process.
8. Recipient's obligations under Paragraphs 4, 5, and 6 of this Agreement expire five (5) years from the date of disclosure.
9. If Recipient receives tangible products or materials constituting Confidential Information, Recipient agrees not to analyze or have a third party analyze any such tangible products or materials for chemical composition or content.
10. This Agreement imposes no obligation upon Recipient with respect to Confidential Information that (a) was in Recipient's possession before receipt from Discloser; (b) is or becomes available to the public through no fault of Recipient; (c) is received in good faith by Recipient from a third party not subject to an obligation of confidentiality owed to Discloser and who discloses the information without an obligation of confidentiality; (d) is independently developed by Recipient without reference to Information received hereunder; or (e) is disclosed by Recipient with Discloser's prior written approval.
11. Neither party has an obligation under this Agreement (a) to purchase any service or item from the other party or (b) to offer for sale products using or incorporating Confidential Information.
12. Recipient shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from Discloser or the direct product of such technical data to a proscribed country listed in the U.S. Export Administration Regulations unless properly authorized.
13. The parties do not intend that any agency or partnership relationship be created between them by this Agreement.
14. Further the general disclaimer and the health and safety disclaimer (1 and 2) apply to all applicable information.
15. This Agreement shall constitute the whole and entire agreement between the parties relating to this matter and merges and supersedes all previous communications, negotiations, warranties, representations and agreements, either oral or written, with respect to obligations of confidentiality of the subject matter hereof. No waiver, alteration or modification of any of the provisions of this Agreement shall be binding upon either unless in writing signed by the duly authorized representative of each of the parties hereto.
16. This Agreement is made under and shall be construed according to the laws of the Province of Ontario, without regard to its conflicts-of-law principles.
17. This Agreement may not be assigned by either party to any other party without the prior written consent of the other party hereto; provided, however, that (a) Matexion may assign its rights and obligations hereunder to any affiliate of Matexion by written notice to Participant; and (b) Matexion may assign its rights and obligations hereunder, by written notice to Participant, to a third party successor or transferee (whether by merger, consolidation, purchase or otherwise). As used in this Agreement, “affiliate” shall mean, with respect to a party, any individual, corporation or other business entity which, either directly or indirectly, controls such party, is controlled by such party, or is under common control with such party. As used herein, “control” means possession of the power to direct, or cause the direction of the management and policies of a corporation or other entity whether through the ownership of voting securities, by contract or otherwise.