SUPPLIER RFQ MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT
THIS AGREEMENT is entered into effective this ______ day of __________, in the year 20___,
(the “Effective Date”) by and between LEGGETT & PLATT, INCORPORATED, its subsidiaries and
affiliates, with offices located at No. 1 Leggett Road, Carthage, MO 64836, ("L&P") and
____________________________, its parent company, subsidiaries, or affiliates, with offices located at
____________________________________________________________________, ("Supplier");
WHEREAS, L&P and Supplier desire to disclose to each other certain confidential and/or
proprietary information, including, but not limited to, product, financial, marketing, manufacturing,
organizational, technical, customer and other business information (hereinafter referred to as "Confidential
Information"), for the purpose of consideration of a proposed business relationship; and
NOW, THEREFORE, in consideration of the premises and covenants herein contained, the
parties hereto agree as follows:
1.
Disclosing Party will disclose to Receiving Party such of its Confidential Information that it
deems necessary to accomplish the purpose set forth above. Except as identified in Paragraph 3 below,
any disclosure of the Confidential Information hereunder will be made or confirmed in written or printed
form, or by samples, and a copy thereof simultaneously provided by Disclosing Party to Receiving Party.
Any oral disclosure of Confidential Information shall be identified as confidential at the time of first oral
disclosure, the information specifically reduced to writing by Disclosing Party and a copy thereof provided
to Receiving Party within thirty (30) days after first oral disclosure.
2.
Each Party will hold in confidence all Confidential Information, will not disclose such
Confidential Information to anyone except such of its, or its parent company's employees and consultants
as may be necessary to consider the proposed business relationship and who will be bound by the terms
hereof, and will not use such Confidential Information for any purpose other than as set forth above or
approved in writing by Disclosing Party, except for any such information that: (a) is now, or later comes to
be, in the public domain, through no breach of this Agreement by Receiving Party; or (b) Receiving Party
can establish by documentary evidence that it had such information prior to the time of disclosure under
this Agreement by Disclosing Party; or (c) is disclosed to Receiving Party by a third party owing no
obligation of confidentiality to Disclosing Party, as identified herein, with respect to the Confidential
Information.
3.
Any information received by Supplier as a result of Supplier’s access to an L&P facility,
including oral information received either before, during or after such visit relating thereto in anyway, will
be considered Confidential Information as defined in Paragraph 2 above without the obligation of L&P to
confirm such in written or printed form, or by samples. Further, additional obligations may be required of
Supplier through a separate agreement prior to such access, which obligations will be in addition to the
obligations set forth herein.
4.
No party hereto assumes any obligation for any other information disclosed or for any
information disclosed other than as set forth herein.
Any and all previous letters, discussions or
agreements, expressed or implied, between the parties relating to confidentiality of the subject matter
hereof are merged into and superseded by this Agreement.
5.
Supplier agrees not to identify the nature of any services or products provided in
connection with this Agreement or the business relationship to any third party without the prior written
consent of L&P, except as may be required by law or government regulation. Supplier further agrees that
information disclosed during the business relationship will not be used for competitive advantage or to
develop a direct business relationship with any third party, or customer or competitor of L&P without the
prior written consent of L&P.
6.
Supplier will not attempt to decipher, reverse engineer, decompile or disassemble any
Confidential Information disclosed hereunder, or allow others to do so.
7.
The term of this Agreement shall be for a period of two (2) years, unless earlier
terminated in writing by Disclosing Party or extended in writing by agreement of both parties.
All
Confidential Information disclosed hereunder during the two (2) year term shall be protected in
accordance with this Agreement for a period of five (5) years from the Effective Date.
8.
This Agreement may be executed in one or more counterparts, each of which shall
constitute an original, but together which shall constitute one and the same document.
9.
This Agreement shall be construed and governed in accordance with the laws of the State
of Missouri.
IN WITNESS WHEREOF, the parties have executed this Confidential Disclosure Agreement as of
the Effective Date first above written.
[SUPPLIER]
LEGGETT & PLATT, INCORPORATED
_______________________________________
Signature
_______________________________________
Signature
_______________________________________
Printed Name and Title
_______________________________________
Printed Name and Title
_______________________________________
Date
_______________________________________
Date
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