This AECI agreement is for companies and partner associations that have been approved to join the Responsible Minerals Initiative as members. Please review the agreement and accept by clicking the "I Accept" button. If you accept the terms of AECI agreement, upon clicking the “I Accept” button you will redirected to our secure online payment processing service to pay your membership fee using a major credit card.
If you cannot pay by major credit and need to be invoiced, please write to us . Please print out a copy of the AECI, sign it at the bottom to indicate your acceptance and send the signed AECI with your written request to be invoiced.
Thank you for joining the Responsible Minerals Initiative!
Agreement for Exchange of Confidential Information
Our mutual objective under this Agreement is to provide protection for confidential information (Information) while maintaining our ability to conduct our respective business activities. Each of us agrees that the following terms apply when one of us (Discloser) discloses Information to the other (Recipient).
1. Disclosure
Information will be disclosed either: in writing; delivery of items; by initiation of access to Information, such as may be in a data base; or by oral or visual presentation.
Information should be marked with a restrictive legend of the Discloser. If Information is not marked with such legend or is disclosed orally, the Information will be identified as confidential at the time of disclosure. Confidential Information of the Discloser includes information, whether or not marked, that Recipient knows or should know is confidential or proprietary.
2. Obligations
The Recipient agrees to:
Use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser’s Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate, but in no event less than reasonable care; and
Use the Discloser’s Information solely for the purpose for which it was disclosed or otherwise for the benefit of the Discloser.
The Recipient may disclose Information to:
Its volunteers, employees and contractors who have a need to know, and volunteers, employees and contractors of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know. Control means to own or control, directly or indirectly, over 50% of voting shares. All contractors of the Recipient shall have signed a confidentiality agreement with the Recipient and upon reasonable request Recipient will supply the Discloser updated lists when it adds new contractors actively conducting business with the Discloser; and
Any other party with the Discloser’s prior written consent.
Before disclosure to any of the above parties, the Recipient will have a written agreement with the party or its employer sufficient to require that party to treat Information in accordance with this Agreement.
The Recipient may disclose Information to the extent required by law. However, the Recipient will give the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order.
3. Confidentiality Period
Information disclosed under this Agreement will be subject to this Agreement for two years following the initial date of disclosure. All Information not disclosed to the general public pursuant to the terms hereunder will be returned to Discloser, or at Discloser’s option destroyed, upon Discloser’s request or at the expiration of the confidentiality period.
4. Exceptions to Obligations
The Recipient may disclose, publish, disseminate, and use Information that is:
Already in its possession without obligation of confidentiality;
Developed independently;
Obtained from a source other than the Discloser without obligation of confidentiality;
Publicly available when received, or subsequently becomes publicly available through no fault of the Recipient;
Disclosed in accordance with the order or requirement of a court, administrative agency, or other governmental body (provided, however, that the Recipient shall provide prompt notice thereof to enable the Discloser to seek a protective order or otherwise prevent such disclosure); or
Disclosed by the Discloser to another party without obligation of confidentiality.
Residual. The term “Residual(s)” means any information retained in the unaided memories of the Recipient’s employees or volunteers who have had access to the disclosing party’s Confidential Information pursuant to the terms of this Agreement. An employee's or volunteer’s memory is unaided if the employee or volunteer has not intentionally memorized the information for the purpose of retaining and subsequently using or disclosing it to a third party. Residuals may be used by the Recipient, such employees and volunteers for any purposes consistent with the antitrust laws, including, for example, use in the development, manufacture, promotion, sale and maintenance of its products and services; provided that this right to use Residuals does not result in or amount to a license under any patents, copyrights, trademarks, or maskworks of the disclosing party. Subject to the terms and conditions of this Agreement, the receiving party's employees and volunteers shall not be prevented from using Residual information as part of the employee's or volunteer’s skill, knowledge, talent, and/or expertise on future projects.
Nothing in this Agreement shall serve to restrict the free movement of the Recipient’s employees and volunteers throughout its organization and Recipient shall be able to assign its employees and volunteers to different projects, tasks and activities at its own discretion. Nor shall anything in this Agreement prevent the Recipient from independently developing, without use of the Discloser’s Confidential Information other than as allowed, competing products or technologies, and from using, selling or otherwise supplying to third parties such products or technologies.
5. Disclaimers
The Discloser provides information without warranties of any kind under this Agreement.
The Discloser will not be liable under this Agreement for any damages arising out of the use of Information disclosed under this Agreement.
Neither this Agreement nor any disclosure of Information made under it grants the Recipient any right or license under any trademark, copyright or patent now or subsequently owned or controlled by the Discloser.
6. General
This Agreement does not require either of us to disclose or to receive Information.
Neither of us may assign, or otherwise transfer, its rights or delegate its duties or obligations under this Agreement without prior written consent. Any attempt to do so is void.
The receipt of Information under this Agreement will not in any way limit the Recipient from:
Providing to others products or services which may be competitive with products or services of the Discloser;
Providing products or services to others who compete with the Discloser; or
Assigning its employees or volunteers in any way it may choose.
The Recipient will comply with all applicable export and import laws and regulations.
Only a written agreement signed by both of us can modify this Agreement.
Either of us may terminate this Agreement by providing one month’s written notice to the other. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and assignees.
Both of us consent to the application of the laws of the State of Delaware to govern, interpret, and enforce all of your and our rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles.
This Agreement is the complete and exclusive agreement regarding our disclosures of Information, and replaces any prior oral or written communications between us regarding these disclosures.
The person agreeing this Agreement represents that they have the unencumbered right, power and authority to bind the company/organization to this Agreement.
-------
Click the I ACCEPT button to symbolize your signature and to accept this Agreement. Clicking the I ACCEPT button will form a valid contract between You and RBA/GeSI.
By clicking the I ACCEPT button, you are accepting this Agreement on behalf of you and your company/organization.
For your records, you may click here to download a PDF copy of this Agreement.
| I DO NOT ACCEPT |
