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You (further defined and referred to as “Reviewer”) are being provided access to certain Hubbell databases and other documents containing confidential, proprietary and/or competition sensitive product information pertaining to cyber security patches and/or cyber security firmware version updates for certain Hubbell products (hereinafter defined and referred to as “Transaction”). In addition, in some circumstances such confidential, proprietary and/or competition sensitive product information may become available to Reviewer as a consequence of discussions between Hubbell and Reviewer.
Hubbell wishes to protect such confidential information, data and inventions, whether patented or not, designs, methods, know-how, systems, improvements and any and all NERC CIP reporting / patch aggregation matters included in the Hubbell database and/or documentation (hereinafter defined and referred to as “Information”). By entering into this Agreement, Reviewer is prevented from sharing any of Hubbell’s Information with other entities or individuals, or performing any independent analysis of the confidential Information contained in the documents or within the database viewed by Reviewer.
Therefore, in consideration of the receipt of said Information from Hubbell, and any business that might be transacted, Reviewer hereby agrees to the following:
“Representatives” shall mean directors, officers, and employees, of Reviewer and/or those of confirmed current Hubbell customers. All Information of any character, whether written, verbal or otherwise furnished by Hubbell, made available to Reviewer or its Representatives by Hubbell, produced or developed by or for Reviewer pursuant to any agreement or understanding with Hubbell shall remain the exclusive property of Hubbell.
Reviewer and its Representatives agree to maintain the confidentiality of the Information and will use it for the sole purpose of the Transaction, as defined above, and for no other reason. In addition, Reviewer and its Representatives agree not to disclose to any person the fact that the Information exists, has been made available, or that Reviewer is engaged in the Transaction, or that discussions are taking or have taken place concerning the Transaction, or any term, condition or other fact relating to the Transaction or such discussions, including, without limitation, the status thereof. Reviewer further agrees that such Information will be disclosed to no one other than the Representatives of Reviewer (a) who need to know the Information for the evaluating the Transaction, (b) who are informed by Reviewer of the confidential nature of such Information, (c) who agree to act in accordance with the terms of this Agreement, and (d) who need such Information as required by any other law or authority. Reviewer and its Representatives will be responsible for any breach of this Agreement.
Reviewer understands that Hubbell makes no representation or warranty as to the accuracy or completeness of the Information and agrees that Hubbell or its Representatives shall not have any liability resulting from the use of the Information by Reviewer. All rights, title and interest in and to the Information (including all copyrights, patents, trademarks, trade secrets and other intellectual property rights therein) shall, as between the Parties, be and remain exclusively with Hubbell. The furnishing of Information to Reviewer shall not be construed as granting Reviewer any right nor license whatsoever in the Information. Reviewer and its Representatives shall be liable for damages to Hubbell and its corporate affiliates, subsidiaries, officers, directors, agents and employees resulting from the disclosure of any trade secrets by any individuals to whom Reviewer or its Representatives provides inappropriate access to the Information.
Reviewer’s obligation under this Agreement shall have no end date, and Reviewer and its Representatives shall maintain confidentiality of Information unless prior written approval signed by an officer of Hubbell is obtained.
It is Reviewer’s responsibility to immediately notify Hubbell if the business relationship between Reviewer and Hubbell or between Reviewer and Hubbell’s customer is terminated. Upon termination of the relationship between Reviewer and Hubbell or between Reviewer and Hubbell’s customer Reviewer is required to either (a) promptly destroy all copies of the written Information in the possession of Reviewer and its Representatives and confirm such destruction to Hubbell in writing, or (b) promptly deliver to Hubbell at Reviewer’s own expense, all copies of the written Information in Reviewer’s possession. Any oral information will continue to be subject to the terms of this Agreement.
Both parties agree monetary damages may not be a sufficient remedy for any breach of the foregoing covenants and agreements, and Hubbell shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any such breach of this Agreement in addition to all monetary remedies available at law or in equity. In addition, Reviewer shall indemnify, defend at its expense and save Hubbell harmless, from any liabilities, costs (including reasonable attorneys’ fees) and claims, including judgments rendered against, and fines and penalties imposed upon Hubbell arising out breach of this Agreement by Reviewer or its Representatives.
This Agreement is and shall be governed by and construed in accordance with the laws of the State of South Carolina. The obligations and agreements set forth in this Agreement shall survive the conclusion of any relationship between the parties. Reviewer agrees to all the above terms and conditions upon signing and clicking the acceptance below.