Vendor Confidentiality Agreement
WHEREAS, Vendor has requested Leggett & Platt, Incorporated or its subsidiary ("L&P") to grant access to a Leggett & Platt facility ("Facility"); and WHEREAS, in connection with L&P's agreement with Vendor to provide such access, Vendor may be provided with, observe, or come into possession of certain information which L&P deems to be Confidential Information as hereinafter defined: NOW, THEREFORE, in consideration of L&P's agreement with Vendor to provide access to the Facility, Vendor agrees to the following:
1) CONFIDENTIAL INFORMATION
Confidential Information shall include, without limitation, information not generally known or disclosed to the public relating to L&P's present, past or future products, manufacturing procedures, processes, methods, equipment, compositions, raw materials, technology, inventions, formulas, trade secrets, finances, information systems, accounting, engineering, marketing, merchandising, personnel, research and development programs, purchasing, sales methods, business records, suppliers, contracts, costs of production and overhead, customer lists, customer names and requirements, and any other confidential, technical, business or market information or data, and including analyses, compilations, forecasts, studies, or other documents prepared by L&P or its consultants and any and all documents prepared by Vendor which contain, utilize and/or are based upon any such Confidential Information.
2) DISCLOSURE AND USE
Vendor shall not use, copy, reproduce or disclose Confidential Information except as necessary for the purposes of carrying out any business transaction contemplated by Vendor (and then only to appropriate persons) with L&P or as otherwise authorized by L&P, and Vendor shall not use, disclose or distribute Confidential Information in any manner detrimental to L&P or its customers or suppliers. Vendor will treat the Confidential Information in the same manner as it treats its own Confidential Information. Vendor will take precautions to ensure that persons receiving Confidential Information are informed of and abide by this Agreement. Without L&P's written consent or unless otherwise contemplated by this Agreement, Vendor will not disclose the existence of or any other facts relating to discussions or negotiations between the parties.
3) TREATMENT OF INFORMATION
Immediately upon the request of L&P, Vendor and any and all authorized persons in possession of tangible Confidential Information shall return the same to L&P, together with any and all copies thereof or, at L&P's option, destroy such copies. Any tangible Confidential Information not so destroyed, returned and/or delivered will remain subject to this Agreement.
4) INDEMNIFICATION AND HOLD HARMLESS
Vendor hereby releases and agrees to indemnify, defend, and hold harmless L&P, its officers, directors, employees and agents from and against any losses, damages, claims, demands and causes of action (including but not limited to reasonable attorneys' fees) for injury to or death of persons or loss of or damage to property occurring by reason of or arising out of or in connection with Vendor's access to the Facility and/or Vendor's performance under or breach of this Agreement. In the event L&P brings an action to enforce this Agreement, L&P shall be entitled to injunctive relief without having to show irreparable harm or that money damages would be inadequate.
Revision – 2/2/2005