Legal and Ethical Use of
Intellectual Property,
Proprietary Information,
Confidential Information,
and Military Information:
Requirements for All Suppliers
Form #: 6223
Rev. 00
Date: 05/02/05
DAF #: 1614
Page 1 of 11
Requirements for All Suppliers:
Legal and Ethical Use of Intellectual Property, Proprietary Information, Confidential
Information, and Military Information
INTRODUCTION:
Rockford Powertrain, Inc., takes its responsibilities and rights seriously with regard
to the legal and ethical use of intellectual property, proprietary information, confidential
information, and military information. Rockford Powertrain recognizes that the misuse and
misappropriation of intellectual property, proprietary information, confidential information, and
military information must be prevented.
Rockford Powertrain, Inc., requires all suppliers to exercise the utmost legal and ethical
compliance regarding the use, nondisclosure, and protection of intellectual property, proprietary
information, confidential information, and military information. If a supplier has signed a
Confidentiality Agreement with Rockford Powertrain, any specific clauses negotiated and recorded
in that document that are in compliance with governing law take precedence over the corresponding
clauses in this document. For those suppliers who have not signed a Confidentiality Agreement
with Rockford Powertrain, and for all requirements herein that do not conflict with specific clauses
of pre-existing confidentiality agreements, the requirements apply as described in this document.
Rockford Powertrain, located at 1200 Windsor Road, Loves Park, Illinois 61111, U.S.A.,
hereby declares to its current and prospective suppliers that (a) Rockford Powertrain regards certain
of its information as confidential information, proprietary information, and intellectual property,
Form #: 6223
Rev. 00
Date: 05/02/05
DAF #: 1614
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and from such information derives significant economic value; (b) the continued confidentiality of
such information is necessary for Rockford Powertrain’s continued success; and (c) Rockford
Powertrain has taken measures to protect the confidentiality of such information. In addition,
certain of the intellectual property owned or under the custody of Rockford Powertrain consists of
military information which must be protected and handled according to U.S. Federal Law,
including but not limited to the provisions of ITAR (International Traffic in Arms Regulations).
Rockford Powertrain deems it necessary to disclose to current and prospective suppliers
certain of such information in connection with the development, selection and purchase of goods
and services. Accordingly, Rockford Powertrain declares the following:
1.
DEFINITIONS:
a. "Confidential Information" shall mean: (i) all Information disclosed by Rockford
Powertrain in writing or other tangible form and designated as confidential,
proprietary, or the intellectual property of Rockford Powertrain; (ii) all Information
disclosed orally or otherwise communicated or revealed by Rockford Powertrain via
any means, purposely or inadvertently, to any supplier in any form and either identified
within 30 days following the time of disclosure as confidential information, proprietary
information, or the intellectual property of Rockford Powertrain, or otherwise
reasonably knowable to the supplier to be confidential information, proprietary
information, military information, or the intellectual property of Rockford Powertrain.
b. “Rockford Powertrain” shall mean Rockford Powertrain, Inc., and any of its parent or
subsidiary entities or organizations.
c. "Information" shall mean all information related to the design, development,
manufacture and/or sale of Rockford Powertrain’s products including, without
Form #: 6223
Rev. 00
Date: 05/02/05
DAF #: 1614
Page 3 of 11
limitation, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs,
specifications, drawings, blueprints, diagrams, models, samples, flowcharts, data,
computer programs, marketing plans, business strategies, organizational structure,
employee names, supplier names, customer names, and other technical, financial,
military, or business information.
d. “Supplier” shall mean any individual or organization who has sold or is selling, has
sought to sell or is seeking to sell, goods or services to Rockford Powertrain.
e. "Technical Data" shall mean (i) such assembly, sub-assembly, parts, drawings,
applicable materials, specifications, stamping, casting, forging, drawings, labor and tool,
routing sheets, process, specifications, drawings of special tools, components, fixtures,
dies, jigs, gauges, patterns, production and inspection procedures, and any other
materials that are designed or created, including computer patterns or enhancements,
which pertain to RPI’s products; and (ii) all technology and technical information not
reduced to documentary form, and all other intangible property associated with, inherent
in or pertaining to, the design, manufacture, sale, marketing and servicing of RPI’s
products, and all additions and modifications thereto from time to time as developed by
RPI.
2.
Exclusions from Confidential Information: The term "Confidential Information" shall
not include any Information or Technical Data that is:
a. previously known to the supplier before disclosure by Rockford Powertrain; or
b. independently developed by the supplier; or
c. acquired by the Supplier from a third party which was not under an obligation to
Rockford Powertrain; or
Form #: 6223
Rev. 00
Date: 05/02/05
DAF #: 1614
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d. which is or becomes publicly available through no breach of the supplier of this
requirement and agreement.
In the event of alleged misuse, misappropriation, or breach of confidentiality, the supplier
shall have the burden of proving to Rockford Powertrain’s reasonable satisfaction that the
disclosed or used Information falls within one or more of the foregoing exceptions. In the
event that a supplier’s breach of confidentiality violates local, state, or Federal law, the
supplier shall immediately self-report the breach to Rockford Powertrain and to any
applicable governmental authorities as required by law.
3.
Security Conditions: The supplier shall maintain the Confidential Information under
secured conditions by protecting the Confidential Information in the same manner as the
supplier protects its own Confidential Information of like kind, but in no event with less
than reasonable security measures under the circumstances. In addition, the supplier shall
comply with any specific security measures communicated in advance by Rockford
Powertrain. In the case of military information, the secured conditions shall be sufficient to
prevent the disclosure of the information to any unauthorized parties, including but not
limited to non-resident aliens, foreign nations and their agents, or organizations controlled
by non-resident aliens, foreign citizens, or foreign nations and their agents.
4.
Non-Use Obligations: The supplier shall not use any Confidential Information, except for
carrying out the purposes of supplying product to Rockford Powertrain, without the express
prior written consent of an authorized officer of Rockford Powertrain. This prohibition
includes but is not limited to the copying, dissemination, and use of Rockford Powertrain
drawings and specifications for any purpose other than the legitimate business purposes for
which they were provided.
Form #: 6223
Rev. 00
Date: 05/02/05
DAF #: 1614
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5.
Non-Disclosure Obligation:
a.
The supplier may disclose appropriate portions of the Confidential Information to those
of its employees who have a need to know such Confidential Information in connection
with supplying product to Rockford Powertrain. The supplier shall instruct all such
employees that this Confidential Information is subject to the terms and conditions set
forth in this document. The supplier shall be familiar with, and in compliance, with
ITAR and all similar U.S. government requirements for the protection of militaryproduct related data.
b.
Except as expressly provided herein, the supplier shall not disclose any Confidential
Information to any third party without the prior written consent of Rockford Powertrain
in each instance. If Rockford Powertrain consents to any such disclosure, in additional
to any other terms and conditions which such receiving party may require of the
supplier in connection with such disclosure, the supplier shall (i) notify the third party
that the Confidential Information is subject to the terms and conditions hereby set
forth; and (ii) indemnify Rockford Powertrain for any costs incurred (including,
without limitation, court costs and reasonable attorneys fees for enforcing Rockford
Powertrain’s rights hereunder) and/or damages suffered by Rockford Powertrain due to
any illegal, improper, or unauthorized misappropriation or disclosure of the
Confidential Information by such third party.
6.
Unauthorized Copying: Except as may otherwise be permitted by this document, a
supplier shall not reverse engineer, reverse compile, disassemble or record any part of
Confidential Information, nor attempt to do any of the foregoing, without the prior written
consent of Rockford Powertrain. Any tangible embodiments of Confidential Information
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Rev. 00
Date: 05/02/05
DAF #: 1614
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that may be generated by the supplier, either pursuant to or in violation of this set of
requirements, will be deemed to be solely the property of Rockford Powertrain and fully
subject to the obligations of confidence set forth in this document.
7.
Required Disclosure: The supplier may make any public or other disclosure of
Confidential Information which, in the opinion of the supplier’s outside counsel, is required
to be made pursuant to applicable law or any court, governmental or other proceeding;
provided that (i) in the event that the supplier is requested in any proceeding to disclose any
Confidential Information, the supplier shall give Rockford Powertrain notice of such request
so that it may seek an appropriate protective order or other remedy and (ii) if a protective
order or other remedy is not obtained, the supplier shall give Rockford Powertrain written
notice of the Confidential Information to be disclosed as far in advance of its disclosure as
is practicable and use its reasonable best efforts to obtain assurances that confidential
treatment will be accorded to such Confidential Information.
8.
No Removal of Proprietary Legends: The supplier shall not remove, obscure, or deface
any proprietary legend relating to Rockford Powertrain’s rights on or from any tangible
embodiment of any Confidential Information.
9.
Reports of Misuse or Misappropriation: The supplier shall immediately report to
Rockford Powertrain if the supplier becomes aware of any attempt by any person to use or
disclose Confidential Information without authorization from Rockford Powertrain.
10.
Post-Termination Procedures: Upon request by Rockford Powertrain, the supplier shall
turn over to Rockford Powertrain (or if agreed by Rockford Powertrain, destroy) any disks,
tapes, documentation, drawings, blueprints, notes, memoranda, specifications, devices,
Form #: 6223
Rev. 00
Date: 05/02/05
DAF #: 1614
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documents, or any other form of media or tangible embodiments of any Confidential
Information.
11.
Term: The obligation not to disclose shall not be affected by bankruptcy, receivership,
assignment, attachment or seizure procedures, whether initiated by or against the supplier,
nor by the rejection of any agreement between Rockford Powertrain and the supplier, by a
trustee of the supplier in bankruptcy, or by the supplier as a debtor-in-possession or the
equivalent of any of the foregoing under the law applicable in any locality. The
obligations of the supplier herein shall be effective twenty years from the date Rockford
Powertrain last discloses any Confidential Information to supplier, unless a longer period
is required by law.
12.
Severability: If any term of this set of requirements is held by a court of competent
jurisdiction to be invalid or unenforceable, then this set of requirements, including all of the
remaining terms, will remain in full force and effect as if such invalid or unenforceable term
had never been included.
13.
Assignability: The requirements of this document shall benefit and be binding upon the
parties hereto and their respective subsidiaries, affiliates, successors, and assigns.
However, the supplier may not sell or convey rights or any interest herein under this
document to any third party without Rockford Powertrain’s express prior written consent.
14.
Notices: Any notice required by this document 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 services.
Form #: 6223
Rev. 00
Date: 05/02/05
DAF #: 1614
Page 8 of 11
15.
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 document shall not be
construed as a waiver of any continuing or subsequent failure to perform or delay in
performance of any term hereof.
16.
Headings: Headings used in this document are provided for convenience only and shall
not be used to construe meaning or intent.
17.
Governing Law, Jurisdiction, and Venue: The requirements hereby set forth shall be
deemed to have been made in the State of Illinois and shall be governed, construed, and
enforced in accordance with the laws of the State of Illinois and the United States of
America applicable to contracts to be fully performed therein, without regard to choice of
law provisions thereof or conflicts of law principles. All parties hereto hereby irrevocably
submit to the jurisdiction, at the election of the plaintiff, of any Illinois State Court or the
United States Federal Court sitting in Chicago, Illinois, over any action or proceeding
arising out of or relating to these requirements. Each such party also agrees that all claims
in respect of such action or proceeding may be heard and determined in any such Illinois
State or Federal Court and waives any objection it may have with respect to venue,
inconvenient forum or jurisdiction of any such court. [In the case of a supplier located
outside the United States of America, as an alternative method to personal service, the
supplier hereby appoints the Ambassador to the United States from the country in which it
operates as its agent for the receipt of process hereunder. The supplier acknowledges that a
final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. The
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Rev. 00
Date: 05/02/05
DAF #: 1614
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supplier also irrevocably waives, to the fullest extent permitted by applicable law, all
immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or
for recovery of property, (iv) attachment of the supplier’s assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which the supplier or the
supplier’s revenues or assets might otherwise be entitled in any proceedings in the courts of
any jurisdiction and irrevocably agree, to the extent permitted by applicable law, that neither
the supplier nor any of its agents or representatives also will not claim any such immunity in
any proceedings. Nothing in this paragraph shall affect Rockford Powertrain’s right to
serve legal process in any other manner permitted by law or to bring any action or
proceeding against a supplier in the courts of any other jurisdiction.]
18.
No License: Nothing contained in this requirement document shall be construed as
granting or conferring rights by license or otherwise in any Information and/or Technical
Data. It is understood and agreed that neither party solicits any change in the
organization, business practice, service or products of the other party, and that the
disclosure of Confidential Information shall not be construed as evidencing any intent by
a party to purchase any products or services of the other party nor as an encouragement to
expend funds in development or research efforts. Confidential Information may pertain to
prospective or unannounced products. Recipient agrees not to use any Confidential
Information as a basis upon which to develop or have a third party develop a competing
or similar product. Recipient agrees not to use any Confidential or military information
in a manner contrary to local, state, or Federal U.S. law.
Form #: 6223
Rev. 00
Date: 05/02/05
DAF #: 1614
Page 10 of 11
19.
Applicability: Except in the case in which a duly authorized and mutually signed
Confidentiality Agreement exists between Rockford Powertrain and a supplier, the
individual and collective elements of this document supersede and replace any and all
conflicting elements of prior oral or written understandings or agreements between the
parties with respect to the subject matter hereof.
Form #: 6223
Rev. 00
Date: 05/02/05
DAF #: 1614
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