Common use of DISCLOSURE AGREEMENT Clause in Contracts

DISCLOSURE AGREEMENT. This Agreement and its terms and conditions are confidential and governed by the provisions of that certain Mutual Non-Disclosure Agreement (“MNDA”) previously entered into between the parties on [DATE] and which is incorporated into this Agreement. The MNDA will remain in effect during the term of this Agreement regardless of any expiration date stated in such MNDA. In the event the parties have not previously entered into a valid and binding Mutual Non-Disclosure Agreement governing the exchange of confidential information, or if such previously executed Mutual Non-Disclosure Agreement was invalid, unenforceable, or has otherwise expired or been terminated, then, by execution of this Agreement, the parties agree to be bound by the terms and conditions of Snap-on’s standard Mutual Non-Disclosure Agreement, a copy of which is attached hereto as Exhibit A. WITH SNAP-ON’S PRIOR WRITTEN APPROVAL, WHICH MAY BE PROVIDED OR WITHHELD IN SNAP-ON’S SOLE AND ABSOLUTE DISCRETION, SUPPLIER MAY DISCLOSE CONFIDENTIAL INFORMATION TO ITS PROPOSED OR INTENDED SUB-SUPPLIERS (SUBCONTRACTORS) WHO HAVE A NEED TO KNOW SUCH CONFIDENTIAL INFORMATION AND WHO HAVE SIGNED LEGALLY ENFORCEABLE NONDISCLOSURE OBLIGATIONS AT LEAST AS RESTRICTIVE AS THE TERMS OF THIS AGREEMENT AND THE MNDA OR SNAP-ON’S STANDARD MUTUAL NON-DISCLOSURE AGREEMENT.