REQUEST FOR QUOTATION (RFQ) CONFIDENTIALITY UNDERTAKING · Confidentiality Undertaking shall constitute a binding agreement among the parties. Supplier's Signature For the purpose

REQUEST FOR QUOTATION (RFQ) CONFIDENTIALITY UNDERTAKING

Document n°: Page 1 di 3 Last review date: 10/12/2013

Comer Industries Spa – a Socio Unico

Uffici Amministrativi: 42046 Reggiolo (RE) Italy - Via Magellano, 27

Sede Legale: 20145 Milano Italy – Via Mario Pagano, 31

Tel. +39 0522 974111 - Fax +39 0522 973249

www.comerindustries.com - e-mail: [email protected]

Iscr. Reg. Imprese di MI n. 07210440157

Cap. Soc. Euro 10.000.000 i.v. - Cod. Fisc. 07210440157 - Part. IVA IT 01399270352

art. 2497 bis Cod. Civ. - La società è soggetta ad attività di direzione e coordinamento

da parte di Finregg Spa, con sede in 20145 Milano, Via Mario Pagano, 31

Cap. Soc. Euro 5.400.000 i.v. - Reg. Imprese n. 00243540200

To

...............(Supplier)

Dear Sirs,

Whereas:

• Comer Industries S.p.A., a company created and existing under the laws of ltaly, having its registered office in Milan (Italy), via M. Pagano n.31 (hereinafter referred to as "Comer") is interested in the potential purchase (hereinafter the “POTENTIAL PURCHASE”) of equipment/materials and/or engineering and consulting services (hereinafter the “SUPPLY”) supplied by your Company.

• The POTENTIAL PURCHASE includes and implies the transmission of confidential information (hereinafter "CONFIDENTIAL INFORMATION ") related to the proprietary technologies owned by Comer and/or Final Customer and/or Third Parties and/or licensed to Comer and/or to Final Customer.

• Comer is interested in receiving from your Company (hereinafter referred to as "SUPPLIER") quotations for the SUPPLY.

For the purpose of permitting SUPPLIER to provide quotations and prospectively to perform above said SUPPLY, it is necessary for Comer to disclose to SUPPLIER certain CONFIDENTIAL INFORMATION as hereinafter defined.

Therefore Comer is prepared to make such disclosure to SUPPLIER provided that SUPPLIER confirms its acceptance and undertaking of the following.

1. The following expressions shall have the meanings as specified in this article:

CONFIDENTIAL INFORMATION shall mean, but are not limited to, any information and data which are and/or will be disclosed to SUPPLIER by Comer, relating to any POTENTIAL PURCHASE, including those received from Final Customer and licensors, whether technical, financial, economic, commercial, or otherwise, whether in written, in drawings, in oral or electronic form, provided directly or indirectly by Comer under this Confidentiality Undertaking for or in connection of the PURPOSE, together with any material or document that contains or otherwise reflects such information. This definition shall not apply to any information which SUPPLIER can prove that:

a. at the time of disclosure is already in the public domain;

b. is already in possession of the public or becomes available to the public other than through the act or omission of SUPPLIER or of any other person to whom Confidential Information is disclosed pursuant to this Confidentiality Undertaking ;

c. was already in possession of SUPPLIER prior to the time of disclosure and was not acquired, directly or indirectly from Comer, and/or licensors or from a third party under an obligation of confidence;

d. is required to be disclosed under any applicable laws, or by a governmental order, decree, regulation or rule (provided that SUPPLIER shall to the extent reasonable under the circumstances co-operate with Comer in resisting such disclosure, and if it is not possible, advise the requiring Authority of the confidential nature of the information being disclosed and that such disclosure is covered by a confidentiality agreement);

For the purpose of the provisions of this Article 1, disclosures made to SUPPLIER under this Confidentiality Undertaking which are specific (e.g.: engineering and design practices and techniques, operating conditions etc.) shall not be deemed to be in the foregoing exceptions merely because they are embraced by general information in the public domain or literature or in the possession of SUPPLIER. In addition any combination of features shall not be deemed to be in the foregoing exceptions merely because individual features are in the public domain or in the prior possession of SUPPLIER, but only if the combination itself and its principles of operation are in the public domain or in the possession of SUPPLIER prior to disclosure






Tel. +39 0522 974111 - Fax +39 0522 973249







2. SUPPLIER agrees that the Confidential Information shall be kept strictly confidential and shall not be disclosed to any third party, and/or sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy, reproduction or electronic media, without Comer's prior written consent, except as provided in this Confidentiality Undertaking. SUPPLIER further agrees to use the Confidential Information exclusively in connection with the POTENTIAL PURCHASE.

3. Any information disclosed by Comer on the POTENTIAL PURCHASE prior to the execution of this Confidentiality Undertaking shall be deemed to have been disclosed under this Confidentiality Undertaking.

4. SUPPLIER will be entitled to disclose the Confidential Information without Comer's prior written consent to such of the following persons to the extent that they have a clear need to know in order to evaluate the POTENTIAL PURCHASE and furnish the quotation of the ACTIVITIES :

(a) employees, officers and directors of SUPPLIER or an Affiliated Company; and

(b) any legal counsel, consultant or agent retained by SUPPLIER or its Affiliated Company.

Prior to making any such disclosures to persons under (a) and (b) above, however, SUPPLIER shall assure that such persons are aware of the confidential nature of the Confidential Information and obtain an undertaking of confidentiality from each such person that is not already subject to confidentiality obligations to SUPPLIER.

SUPPLIER shall be responsible for ensuring that all persons to whom the Confidential Information is disclosed under this Confidentiality Undertaking shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person.

5. SUPPLIER shall acquire no proprietary interest in or right to the Confidential Information and Comer may demand the return thereof at any time upon giving written notice to SUPPLIER. Within thirty (30) days of receipt of such notice, SUPPLIER shall return all of the original Confidential Information and shall destroy or cause to be destroyed all copies and reproductions ( in whatever form, including but not limited to, electronic media) in its possession and in the possession of persons to whom it was disclosed pursuant to this Confidentiality Undertaking.

6. SUPPLIER undertakes not to apply for patents or to claim patents and/or any other intellectual property rights directly and/or indirectly deriving from or connected with the CONFIDENTIAL INFORMATION.

7. This Confidentiality Undertaking will terminate automatically should the Parties enter into a supply contract which contains provisions which explicitly supersede this Confidentiality Undertaking and cover the Confidential Information relating to the POTENTIAL PURCHASE. Should Comer decide not to enter into any supply contract and not place any order to SUPPLIER, this Confidentiality Undertaking will however survive and all obligations therein contained shall terminate __15__ years after the date of this Confidentiality Undertaking.

8. The disclosure of Confidential Information to SUPPLIER is made by Comer exclusively in view of receiving the quotation of the above mentioned SUPPLY and it shall not:

a. determine or create any obligations on Comer ;

b. create any relationship between Comer and SUPPLIER and shall not be construed as a partnership or joint venture:

c. oblige Comer to enter into any supply contract and/or other contract






Tel. +39 0522 974111 - Fax +39 0522 973249







9. In relation to Comer data defined as personal by applicable law, the SUPPLIER shall act in accordance with the provisions of the Italian Legislative Decree 196/2003

10. This Confidentiality Undertaking shall be governed by and interpreted in accordance with the laws of Italy without regard to principles of conflicts of law.

11. Any dispute arising out of or relating to this Confidentiality Undertaking, including any question regarding its existence, validity or termination, which cannot be amicably resolved by the Parties through direct discussions, shall be referred to mediation. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.

If the Parties fail to settle the matter by mediation within forty five (45) days of referral to mediation, any unresolved issues shall be finally settled by binding arbitration under the Rules of Arbitration of the Chamber of Arbitration of Milan, Italy (CAM) by one arbitrator appointed in accordance with those Rules.

Comer Industries S.p.A.

If You agree with the foregoing, please return this agreement duly signed by Your legal representative Upon such delivery, this Confidentiality Undertaking shall constitute a binding agreement among the parties.

Supplier's Signature

For the purpose of Art. 1341 of the Italian Civil Code the SUPPLIER expressly declare to know and approve the following clauses of this Confidentiality Undertaking:

Art. 10: Governing law

Art. 11: Dispute resolution – Mediation – Arbitration

Supplier's Signature

Documents

REQUEST FOR QUOTATION (RFQ) CONFIDENTIALITY UNDERTAKING · Confidentiality Undertaking shall constitute a binding agreement among the parties. Supplier's Signature For the purpose