ECHLIN Corporate Headquarters
Echlin Inc.
100 Double Beach Road,
Branford, Connecticut 06405
203-481-5751July 9, 19xx
Mr. Clyde Knight, Jr.
4O D xxxxxx Drive
Gxxxxxx, NY 12345Dear Mr. Knight:
You intend to disclose to Sensor Engineering Company, a Division of Echlin, Inc. ("Sensor") technical information and data relating to a new vehicle tire inflation device (during tire-rotation~] (the "New Development").
You may furnish to us written technical information and data, part or all of which is confidential or proprietary in nature and is so designated in writing, relating to the New Development. For a period of one year from the date of delivery and disclosure to us by you, we agree that we will not use or make any disclosure of, and will use our best efforts to prevent the duplication or disclosure of, any such confidential or proprietary technical information and data relating to the New Development.
The foregoing restrictions shall not apply to any such technical information and data (i) that is or becomes public through no act or fault of ours; (ii) that is, prior to the delivery and disclosure hereunder, already in our possession; (iii) is developed by us independent of any disclosure by you; (iv) that is hereafter rightly received by us from a third party; (v) is disclosed to us in writings or documents not marked proprietary or confidential; (vi) if disclosed to us orally, is not reduced by you to a writing marked proprietary or confidential and delivered to us within 30 days after disclosure; or (vii) is disclosed to us after we have advised you that we are not interested in the New Development.
It is agreed that we shall have no obligation to use the New Development or to enter into discussions or negotiations with you relating to the New Development. It is further agreed that you shall have no claim against us except as provided in this Agreement or under United States Patent Law. Please indicate your acceptance by signing and returning the attached copy of this letter.
Sincerely yours,
By Brian C.Clarke, President
SENSOR ENGINEERING COMPANY
A DIVISION OF ECHLIN, INC.ACCEPTED:
By
BCC/dmb
