Proprietary Information Agreement
DISCLOSURE FROM RAYTHEON
PROPRIETARY INFORl\1ATION AGREEMENT
This Agreement entered into, as of this 26th day of July, 2006, is made by and between
RA YTHEON AIRCRAFf COMPANY, a corporation organized and existing under the laws of
the State of Kansas having offices at 10511 East Central A venue, Wichita, Kansas 67206.
(hereinafter called "RAC"), and the individuals comprising the SALINA ECONOMIC
DEVELOPMENT INCENTIVES COUNCIL, having offices at 300 West Ash Street, Salina,
Kansas, 67401, (hereinafter called "SEDIC").
WITNESSETH
WHEREAS. the parties have found it to be to their advantage that RAC provide to SEDIC
certain proprietary information possessed by RAC specifically including, but not limited to,
information related to production strategies and business plans (hereinafter called the
"Proprietary Information") for purposes of allowing SEDIC to evaluate and, where appropriate in
light of and as contemplated by the authorized purposes, to use the Proprietary Information for
purpose of allocation of economic development funding.
WHEREAS, RAC desires to provide for a procedure whereby such Proprietary Information will
be protected from unauthorized use and disclosure;
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained
herein, it is agreed as follows:
1. RAC shall identify any Proprietary Information disclosed hereunder as follows:
(a) all documents and other tangible materials shall be marked with an appropriate
restrictive legend; and
(b) all other disclosures shall be identified as proprietary at the time of disclosure and shall
thereafter be reduced to a written listing or summary marked with an appropriate
restrictive legend and delivered to SEDIC within one (1) month after the initial
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DISCLOSURE FROM RAYTHEON
disclosure; during this one month period, such information so disclosed shall be
provided the same protection as provided Proprietary Information marked with a
restrictive legend in accordance with Section] (a) above. Such listing or summary may
be provided bye-mail or similar electronic form.
2. With respect to Proprietary Information disclosed in accordance with the requirements of
Section ] above, SEDIC, for the period specified in Section 5 below and except as
otherwise provided below, shall:
(a) hold it in confidence from the date of receipt;
(b) use it only for the purposes authorized above;
(c) except as otherwise authorized in writing by RAC, make it available, subject to
Section 12 below. only to SEDIC's members who have a need to know in order to
carry out their duties in connection with the purposes authorized herein and who have
appropriate obligations of confidentiality sufficient to protect the proprietary nature of
the information; and
(d) not otherwise use or disclose it without authorization 10 writing by RAe.
3. If the authorized purposes described above contemplate disclosure of Proprietary
Information to agencies of the United States Government, SEDIC may make such
disclosure to the extent required by the authorized purposes provided that any such
disclosure bears the appropriate restrictive legend and proprietary information notice
permitted by the applicable government regulations related to the protection of proprietary
information.
4. SEDIC's obligations under this Agreement shall not apply to information which SEDIC can
show:
(a) at the time of receipt from RAC is in the public domain;
(b) after receipt from RAe becomes part of the public domain through no fault of
SEDIC:
(C) was rightfully in SEDIC's possession prior to receipt from RAC;
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DISCLOSURE FROM RAYTHEON
(d) has been rightfully disclosed to SEDIC by a third party who has the lawful right to
disclose same and who did not receive the information directly or indirectly from
RAC:
(e) was independently developed by or for SEDIC by persons who have not had access to
Proprietary Information disclosed by RAC; or
(f) has been or is hereafter released by RAC to others without restriction.
Specific information disclosed under this Agreement shall not be deemed to be within the
foregoing exceptions merely because such information is embraced by more general
information which is within the scope of such exceptions. In addition, any combination of
features shall not be deemed to be within the foregoing exceptions merely because
individual features are within the scope of such exceptions but shall be within the scope of
such exceptions only if the specific combination itself is within the scope of such
exceptions. The occurrence of any of the exceptions set forth in Subsections (a) through ([)
above shall not be construed as an express or implied grant of any rights, licenses or
immunities under any patent rights, copyrights, or maskworks of RAe. All information
supplied by RAC pursuant to this Agreement shall be prima facie considered proprietary
and confidential and the burden of establishing the application of any of the above
exceptions shall rest with SEDIC.
5. SEDIC's obligations under Section 2 above shall expire two (2) years from the date of
SEDIC's last receipt of Proprietary Information from RAC pursuant to this Agreement.
6. Notwithstanding anything in Section 2 above to the contrary, SEDIC may disclose
Proprietary Information to the extent required to comply with a court order, administrative
subpoena or order, or applicable governmental regulation or statutory requirement which
appears to be lawful on its face, provided that SEDIC gives RAC timely notice of the
contemplated disclosure so as to give RAC an opportunity to intervene to preserve the
confidentiality of information. In any event, SEDIC shall invoke all available protection
available to preserve the confidentiality of any such required disclosure and shall mark all
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DISCLOSURE FROM RAYTHEON
documents submitted in connection with any such disclosure so as to indicate the
confidential and proprietary nature of the material and RAe's interest therein.
7. All Proprietary Information furnished hereunder shall remain the property of RAC and any
tangible material containing same which may be provided by RAC to SEDIC pursuant to
this Agreement shall be returned to RAC or destroyed promptly at RAC request together
with all copies, excerpts, and/or summaries made thereof by SEDIC. Upon request SEDIC
shall send RAC a destruction certificate in the case where SEDIC has been instructed to
destroy such materials.
8. Except as provided in Section 2 above in connection with the authorized purposes, no
license under any patents, copyrights, maskworks or any other proprietary right is granted
or conveyed by RAC pursuant to this Agreement.
9. This Agreement shall be governed by the laws of the State of Kansas without giving effect
to its internal principles of choice of law.
] O. Unless otherwise expressly agreed upon in other agreements between the parties, SEDIC
assumes all risk and liability, and RAC shall have no liability, arising from or connected
with SEDlC's use of, or reliance on, information disclosed to it by RAC pursuant to this
Agreement.
11. SEDIC acknowledges that money damages may not be an adequate remedy for any breach
of this Agreement and SEDIC agrees that RAC shall be entitled to obtain injunctive relief
in any court of competent jurisdiction as necessary in connection with any unauthorized use
or disclosure of Proprietary Information and that RAC shall be entitled to do so without
obligation to post a bond in connection therewith.
12. Without regard to the duration of its other obligations hereunder, SEDIC shall control
access to and disclosure and use of all information received pursuant to this Agreement and
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DISCLOSURE FROM RAYTHEON
the direct product thereof in accordance with all applicable United States Export Control
Laws and Regulations, including but not limited to the International Traffic in Arms
Regulations. In connection with and without limiting the general applicability of the
foregoing, SEDIC shall not make or permit disclosure of the subject information or the
direct product thereof to nationals of prohibited countries or to any Foreign Person (as
defined in Section 120.16 of the International Traffic in Arms Regulations) unless (a)
SEDIC has received RAe's express written consent to do so and (b) necessary export
licenses have been obtained.
13. Any notice under, or in connection with, this Agreement shall be in writing and shall be
deemed to have been given when received by the party to which said communication is
directed at its address set forth below or at such other address as such party may have
theretofore designated in writing to the other party hereto. A receipt evidencing delivery of
certified or registered mail shall constitute evidence of receipt. Any notice requiring
prompt action shall be contemporaneously sent by facsimile transmission or electronic
mail. For purposes of giving notices under this Agreement, the addresses of the parties are
as follows:
For RAC
Raytheon Aircraft Company
For SEDIC
Salina Economic Development
Incentives Council
300 West Ash Street
Salina, KS 67401
Attention:
Timothy Rogers
785-827-2221
Pat_taggart@rac.ray.com
Fax Number:
E-Mail
Address:
trogers@salair.org
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DISCLOSURE FROM RAYTHEON
14. This Agreement sets forth the complete understandings between the parties relative to the
exchange of the subject Proprietary Information and its protection and this Agreement
supersedes any prior written or oral agreements between the parties related to the protection
of the subject Proprietary Information and may not be amended or modified except by
subsequent agreement in writing by duly authorized officers or representatives of the
parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate
originals by their duly authorized representatives.
RA YTHEON COMPANY)
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Name: Pat Taggart
./.TIMOTHY ROGERS
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Title: Senior Manager, Contracts
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GREG BENGTSON,!
kARRY BRITEGAM
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ROSS HOFFINES ..;
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DISCLOSURE FROM RAYTHEON
I DON MARRS
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/MIKE WHITE
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