Tooling (Design + Fabrication)

AGREEMENT TO NOT USE OR DISCLOSE CONFIDENTIAL OR PROPRIETARY INFORMATION

This Agreement (“Agreement”) is made and effective 03/18/2025 between FLAMBEAU, INC., a Wisconsin corporation, and yourself, each herein individually also referred to as a “Party,” and both collectively at times referred to as “the Parties.”

1.  Confidential Information.

The Parties propose to disclose certain of their confidential and proprietary information respecting your product for the purposes of a mold quotation (the “Confidential Information”) to each other.  Confidential Information shall include all data, drawings, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, by one Party to the other.  Nothing herein shall require either Party to disclose any of its information.

2.  Recipient’s Obligations.

A.  A Party which receives any Confidential Information (“Recipient Party”) from the other Party (“Disclosing Party”) agrees that the Confidential Information is to be considered confidential and proprietary to the Disclosing Party and the Recipient Party shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with the Disclosing Party, and shall disclose it only to its officers, directors, or employees with a specific need to know.  Recipient Party will not disclose, publish or otherwise reveal any of the Confidential Information received from Disclosing Party to any other person or entity whatsoever except with the specific prior written authorization of Disclosing Party.

B.  Confidential Information furnished in tangible form shall not be duplicated by Recipient Party except for purposes of this Agreement.  Upon the request of Disclosing Party, Recipient Party shall destroy all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request.  At Recipient Party’s option, any documents or other media developed by Recipient Party containing Confidential Information may be destroyed by Recipient Party.  Recipient Party shall provide a written certificate to Disclosing Party regarding destruction within ten (10) days thereafter.

3.  Term.

The obligations of the Parties herein shall be effective for five (5) years from the date either Party last discloses any Confidential Information to the other Party pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against either Party, or by the rejection of any agreement between the Parties, by a trustee of a Party in bankruptcy, or by a Party as a debtor-in-possession or the equivalent of any of the foregoing under local law.

4.  Other Information.

Recipient Party shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by that Party; is rightfully received by Recipient Party without obligations of confidentiality; or is developed by Recipient Party without breach of this Agreement.

5. No License.

Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information.  Confidential Information may pertain to prospective or unannounced products.  The Parties agree not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.

6. No Publicity.

Each Party agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with the other Party.

7. Governing Law and Equitable Relief.

This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Wisconsin.  Each Party agrees that in the event of any breach or threatened breach by it acting as a Recipient Party, Disclosing Party may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Disclosing Party against any such breach or threatened breach.

8. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.  This Agreement may be modified only by a further writing that is duly executed by both parties.

9. No Assignment.

Neither Party may assign this Agreement or any interest herein without the other Party’s express prior written consent.

10. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

11. No Implied Waiver.

Either Party’s failure to insist in any one or more instances upon strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

12. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery service.

If to Flambeau, Inc.:

Flambeau, Inc.
801 Lynn Avenue
Baraboo, WI 53913

Attn: President

If to you, notice will be sent to the contact information provided on the mold quote form.

13. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Flambeau, Inc.