As used herein, Confidential Information shall mean any and all technical, commercial, business, financial, marketing, sales, engineering, manufacturing, quality, data, or other confidential and/or proprietary information, and all media containing any of the foregoing, including copies or duplicates thereof, disclosed either directly or indirectly to User under this Agreement or through the Parker PHconnect system including, but not limited to, access codes, inventories, manufacturing schedules, order levels, delivery schedules, drawings, prints, bills of materials, material and product handling and storing information, productivity and other standards, specifications, manuals, test procedures and results, uses, applications manufacturing processes, methods, and techniques, packaging, customer requirements, formulations, compounding information, MSDS, EPA, TSCA, and other toxicology, environmental, or safety data, curing and finishing information, price and cost information, customer names, lists and requirements, market studies, forecasts, and data, quality control and inspection information and procedures, equipment designations and designs, sources of supply, source code, object code, software, and all other technology and technical information of all kinds, pertaining to Parker’s goods or services, including processes, methods, materials, and equipment for the manufacture and use thereof, except that Confidential Information shall not include information that has been made publicly known by Parker.
User understands and agrees that all Confidential Information, including the access code, is proprietary to Parker and shall remain the property of Parker. Neither this Agreement nor the disclosure of information under the Parker PHconnect system shall be construed as granting rights by license or otherwise in any information, and shall not constitute any representation, warranty, assurance, guarantee or inducement of any kind with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons. Parker-Hannifin Corporation shall remain the owner of all patents, trade secrets, trademarks, copyrights, and other proprietary rights in any information disclosed under this Agreement or through the Parker PHconnect system. User agrees to assign and hereby assigns to Parker all right, title, and interest in and to any and all trade secrets, copyrights, improvements, modifications, developments, mask works, patents, inventions, data and data rights, ideas, designs and design rights, drawings, repairs and documentation, and other intellectual property or proprietary rights, worldwide, conceived, produced, or otherwise developed by User, whether solely or jointly, based on, incorporating, or otherwise derived using the Confidential Information.
User agrees that it shall: (i) receive the Confidential Information in confidence and to keep it confidential using the same degree of care, but not less than reasonable care, as the User employs to protect its own confidential information of similar character; (ii) not disclose the Confidential Information to others; (iii) not use the Confidential Information or the Parker PHconnect system except for the purposes of working with Parker; and (iv) return the Confidential Information and all descriptions and copies thereof to Parker and discontinue all use of the Confidential Information upon request from Parker.
User understands and agrees to protect and ensure the security of the Parker PHconnect system and its access codes and passwords.
V. LIMITATION OF LIABILITY/WARRANTY DISCLAIMER
Parker will not be liable for any damage to User or its customers arising out of any error, omission, failure or malfunction involving the Parker PHconnect system, including the inability to access the same, or on account of any information, data, or other material provided by Parker under this Agreement or via the Parker PHconnect system. In no event will Parker be liable for any indirect, special or consequential damages arising out of the Parker PHconnect system or confidential information provided under this agreement, including but not limited to lost profits.
User will be responsible to Parker for any damage or loss to Parker resulting from any act or omission by User, User’s employees or agents and User does hereby indemnify and hold Parker harmless for any loss, liability, claim, damage, or expense, including reasonable attorneys’ fees, resulting from any act or omission of User or its employees or agents in use of, or the inability to use, the Parker PHconnect system or the information, data, or other material thereon, or for violations or alleged violations of the terms of this Agreement.
PARKER MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING ANY DATA, INFORMATION, OR OTHER MATERIAL WHICH MAY BE FURNISHED BY PARKER UNDER THIS AGREEMENT OR THE PARKER PHCONNECT SYSTEM. IMPROPER USE OF THAT INFORMATION, DATA, OR OTHER MATERIAL CAN CAUSE DEATH, PERSONAL INJURY, AND PROPERTY DAMAGE. THE USER IS SOLELY RESPONSIBLE FOR MAKING PROPER USE OF THE INFORMATION, DATA, OR OTHER MATERIAL.
PARKER DOES NOT WARRANT THAT THE FUNCTIONING OF THE PARKER PHCONNECT SYSTEM SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE GATEWAY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.