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In order to gain access to any secure portion of the Gorbel, Inc. ("Gorbel") website (the "Site") you, the "User", as that term is defined below, hereby expressly acknowledge and agree to the following. The User is an authorized Gorbel, Inc. ("Gorbel") dealer, the customer of an authorized Gorbel dealer, or the customer of Gorbel who has been expressly granted authority to obtain direct access to certain secure pages located at the Site (the "User"). No one other than an authorized "User" is permitted to access the secure pages located at the Site. User hereby acknowledges and agrees that to access the secure pages located at the Site, Gorbel has issued to you a unique User identifier or password (the "Password".) User hereby acknowledges and agrees that such Password provides access to the secure pages of the Site that contain "Confidential Information" as that term is defined below, and accordingly, that such Password shall be kept in strict confidence by User, for use solely by User and that User shall not, either directly or indirectly, disclose to, or permit any disclosure or use of such Password, by any person or entity other than User. User hereby acknowledges and agrees that for purposes of this Agreement, the Password also constitutes Gorbel "Confidential Information" as that term is defined below. These secure pages contain confidential and proprietary information of Gorbel, including but not limited to product pricing, proprietary drawings, product comparisons, product specifications, customer service information and other Gorbel business information (the "Confidential Information"), which the User agrees to keep confidential and not to use for any purpose other than the purchase and sale of Gorbel products consistent with its status as an authorized User and the requirements of this Agreement. The User may use the Confidential Information from the secure pages solely for the purpose of assisting the User in its efforts as either an authorized dealer or customer of Gorbel products and for no other purpose. Title to all Confidential Information shall at all times remain with Gorbel and Confidential Information in the possession of User at any time for any purpose shall be and remain at all times the sole, proprietary property of Gorbel. Any and all Confidential Information in digital, documentary or any other form in your possession as a User at any time shall be delivered to Gorbel at its offices located at 600 Fishers Run, Fishers, New York 14453, including all copies thereof, upon the termination of User’s business relationship with Gorbel for any reason, or at any such time as may be requested in writing by Gorbel. User acknowledges and agrees that the Confidential Information is proprietary to Gorbel, is secret and is disclosed by Gorbel on a "need to know" basis, is not known to the general public, is not readily ascertainable from a public source and was developed through the expenditure of substantial resources for the express purpose of providing Gorbel and its authorized dealers and distributors with a competitive advantage in the marketplace. Accordingly, irreparable harm to Gorbel will result from any improper use or disclosure of any Confidential Information and in the event of any such improper use or disclosure of Confidential Information, Gorbel shall be entitled to seek equitable relief, including but not limited to seeking injunctive relief, in addition to any all other legal remedies. User hereby agrees to maintain in strict confidence and not to disclose to any third party, nor to use except for the benefit of Gorbel, all or any part of the Confidential Information. Any use of Confidential Information to reverse engineer or otherwise manufacture or design products similar to Gorbel’s products is strictly prohibited without the express, prior written consent of Gorbel. These obligations are continuing and shall continue with respect to any Confidential Information from the date you access the Gorbel Site. Any communication in connection with any Confidential Information accessed through the Gorbel Site must be in writing addressed and/or delivered to: David P. Butwid, Vice President, Gorbel, Inc., 600 Fishers Run, P.O.B. No. 593, Fishers, New York 14453-0593, or such other person as Gorbel shall hereafter designate in writing. It is expressly acknowledged and agreed that this Agreement conveys no rights whatsoever under any Gorbel intellectual property, including but not limited to any patent, trademark, copyright or mask work of Gorbel and no warranty or indemnification whatsoever as to the use of any such Confidential Information is impliedly or expressly given. This Agreement is governed by and construed in accordance with the laws of the State of New York, United States of America, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in the County of Ontario, New York, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. This Agreement is not assignable, transferable or sublicenseable by you except with Company’s prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. If any provision of this Agreement is declared to be invalid or unenforceable by any court of competent jurisdiction, such decision will not affect the other provisions of this Agreement, all of which shall remain fully enforceable in accordance with their respective terms, and this Agreement shall be interpreted as if such offending provision was omitted. This Agreement shall be effective on the date User evidences its consent by clicking the "I Accept" button below. NOTICE: ANY UNAUTHORIZED USE OR DISCLOSURE OF USER’S PASSWORD, ACCESS TO THE SECURE PAGES OF THE GORBEL WEB SITE AND/OR ANY UNAUTHORIZED USE OR DISCLOSURE OF ANY GORBEL CONFIDENTIAL INFORMATION CONTAINED THEREIN BY ANY PERSON OR ENTITY IS STRICTLY PROHIBITED AND MAY SUBJECT SUCH PERSON OR ENTITY TO FEDERAL AND/OR STATE COMMON LAW AND/OR STATUTORY CIVIL AND/OR CRIMINAL LIABILITY UNDER, AMONG OTHER THINGS, THE COMPUTER FRAUD AND ABUSE ACT OF 1986, THE UNIFORM TRADE SECRETS ACT AND/OR THE ECONOMIC ESPIONAGE ACT OF 1996. GORBEL SHALL BE ENTITLED TO RECOVER ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OF THE TERMS AND CONDITIONS OF THIS CONFIDENTIALITY AGREEMENT, INCLUDING BUT NOT LIMITED TO ATTORNEYS FEES.
Copyright © 2014 Gorbel Inc. All rights reserved. No part of this document may be reproduced, transmitted, transferred, lent, rented, stored in a retrieval system, modified or translated, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the express written permission of Gorbel Inc.