You are on page 1of 3

PSM ASSIST NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (“Agreement”) is between 110% Software, L.L.C.


(“110%”) an Iowa company, with principal offices at 1355 Sherman Rd. Suite 601,
Hiawatha, Iowa 5223, and Dual Temp Corporation, Inc. (“Dual Temp”) a
Pennsylvania company, with principal offices located at 2050 South 12th Street
Allentown, PA 18103-4796.

RECITALS

A. 110% wishes to disclose and Dual Temp wishes to receive certain information
from 110% represented by 110% to be confidential and proprietary information
(hereinafter collectively, “Information”) pertaining to PSM Assist, how PSM Assist
is applied to the Process Safety Management Standard (“PSM Standard”) and
commercial industries that5/22/2007 9:18:17 AM must stay compliant with the
PSM Standard. This exchange includes all communication of Information
between the parties in any form whatsoever, including but not limited to oral,
written, electronic data, ex. pertaining to PSM Assist.

AGREEMENTS

1. Therefore, Dual Temp and 110% agree that the disclosure of information
by IS-USA is in confidence and thus Dual Temp agrees to:

a. Not disclose the information to any other person and use at the same
degree of care to maintain the information confidential as Dual Temp uses in
maintaining as confidential its own confidential information, but always at least a
reasonable degree of care;

b. Use the Information only for the purposes described in the Licensing
Agreement provided by Dual Temp;

c. Restrict disclosure of the information solely to those employees of Dual


Temp that a need to know such Information;

d. Advise each such employee, before he or she receives access to the


information, of the obligations of Dual Temp under this Agreement, and require
each such employee to maintain those obligations.

2. This Agreement imposes an obligation on Dual Temp with respect to any


portion of the Information received from 110% which was known to Dual Temp
prior to the Effective Date of this Agreement;

3. The Information shall remain the sole property of 110%.

1
4. In the event of a breach or threatened breach or intended breach of this
Agreement by either party, the other party, in addition to any other rights and
remedies available to it at law or in equity, shall be entitled to preliminary and
final injunctions, enjoining and restraining such breach or threatened breach or
intended breach.

5. The validity, construction, and performance of this Agreement are


governed by the laws of the State of Iowa, and suit may be brought in Iowa to
enforce the terms of this Agreement.

6. The rights and obligations of the parties under this Agreement may not be
sold, assigned or otherwise transferred.

7. For a period of ten (10) years from the Effective Date, Dual Temp shall not
compete with 110% with respect to which 110% conducts business pursuant to
Paragraph A.

This Agreement is binding upon Dual Temp and 110% and upon the directors,
officers, employees and agents of each. This Agreement is effective as of the
date of execution and will continue indefinitely, unless terminated on thirty (30)
days written notice by either party. However, Dual Temp’s obligations of
confidentiality and restrictions on use of the Information disclosed by Owning
Party shall survive termination of this Agreement.

110% Software, L.L.C.

By:______________________________________________

Name:___________________________________________

Title:_____________________________________________

Date:____________________________________________

2
Dual Temp Corporation, Inc.

By:______________________________________________

Name:___________________________________________

Title:_____________________________________________

Date:____________________________________________

5/22/2007 9:18:35 AM