Common use of Proprietary Information and Items Clause in Contracts

Proprietary Information and Items. A. Each Party agrees to keep confidential and not to disclose to any other person Proprietary Information in connection with this Order or any Order. Each Party further agrees to use Proprietary Information only for purposes necessary in the performance of this Order or any Order, provided, however, that: (1) Buyer or Buyer's Customer shall also have the right to use and disclose Proprietary Information (marked with a restrictive legend suitable to the particular circumstances) for purposes of testing, certification, use, sale of or assistance of any Customer with respect to Services provided for any product; (2) Seller may copy and/or disclose Proprietary Information for use within its organization on an as required and need-to-know basis for the performance of this Order; (3) Seller may not disclose Proprietary Information to any third party without first obtaining prior written authorization from Buyer and obtaining from the proposed recipient a signed non- disclosure statement. B. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred in connection with this Order, together with any copies thereof, are and remain the property of the transmitting Party and shall, except to the extent that they are needed by Buyer or Buyer's Customer for the purpose of testing, certifying, using, selling, or assisting any Customer with respect to any Service performed on a delivered product, be promptly returned, or at the option of and upon written instruction by the disclosing Party, destroyed. C. Neither the existence of this Order nor the disclosure of Proprietary Information or any other information hereunder shall be construed as granting expressly, by implication, by estoppel or otherwise a license under any invention or patent now or hereafter owned or controlled by the transmitting Party, except as specially set forth herein. No disclosure or receipt of Proprietary Information or any information from Buyer or Buyer's Customer will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party to the other with respect to any infringement of the patent rights, copyrights or trade secrets of any other person. D. The obligations of each Party with respect to Proprietary Information disclosed hereunder shall survive termination, cancellation, or completion (by way of performance in full) of this Order or any Order. If the Parties have previously executed or concurrently execute a Non-Disclosure Agreement with respect to Proprietary Information to be exchanged in connection with the award and performance of this Order or other Orders, the terms of that Agreement shall prevail in the event of a conflict.

Proprietary Information and Items. A. Each Party party hereto agrees to keep confidential and not to disclose to any other person Proprietary Information person, corporation, or business organization all confidential, proprietary, and/or trade secret information received from the other party in connection with this any Order or any Order(hereinafter Proprietary Information). Each Party party hereto further agrees to use Proprietary Information only for purposes necessary in to the performance of this Order or any an Order, provided, however, that: (1) provided that Buyer or Buyer's Customer shall also have the right to use and disclose Proprietary Information (marked with for any purpose necessary to the testing, certification, use, sale, or support of any item delivered under an Order or any airplane including such an item, and provided further that any such disclosure by Buyer shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances) for . For purposes of testingthis Section, certificationProprietary Information shall: (a) not include information already in the public domain, useor known to (as evidence by written records) and under the unrestricted control of the receiving party, sale when first received from the other party; (b) lose its status as Proprietary Information if, and as of the date when, it becomes part of the public domain through no wrongful or assistance negligent act of the receiving party, is received by the receiving party without restriction from another who had the right to so disclose it, or is developed by the receiving party entirely independently of any Customer with respect to Services provided for any product; (2) Seller may copy and/or disclose Proprietary Information for use within its organization on an as required and need-to-know basis for the performance of this Order; (3) Seller may not disclose Proprietary Information to any third party without first obtaining prior written authorization from Buyer and obtaining disclosure from the proposed recipient other party; and (c) include only (i) information disclosed in written or other physically tangible form with an appropriate restrictive legend and (ii) information disclosed orally where the receiving party is notified of the proprietary nature of the information prior to such disclosure and the proprietary status of the orally disclosed information is confirmed to the receiving party by the other party within ten (10) working days of such disclosure in a signed non- writing which identified the person(s) making the disclosure statement. B. and the place and date thereof, lists the names of the receiving party's employee(s) receiving such disclosure, and describes the information so disclosed. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred in connection with this an Order, together with any copies thereof, are and remain the property of the transmitting Party party and shall, except to the extent that they are needed by Buyer or Buyer's Customer for the purpose of testing, certifying, using, selling, or assisting any Customer with respect to any Service performed on a supporting an item delivered productunder an Order or an airplane containing such an item, be promptly returned, or at the option of and the transmitting party destroyed, upon the written instruction by request of the disclosing Party, destroyed. C. transmitting party. Neither the existence of this Order Agreement nor the disclosure of Proprietary Information or any other information hereunder shall be construed as granting expressly, by implication, by estoppel estoppel, or otherwise a license under any invention or patent now patent.-now or hereafter owned or controlled by the transmitting Party, except as specially set forth hereinparty. No disclosure or receipt of Proprietary Information or any other information from Buyer or Buyer's Customer by either party under this Agreement will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party party to the other with respect to any infringement of the patent rights, copyrights or trade secrets rights of any other person. D. another. The obligations of each Party of the parties hereto with respect to Proprietary Information disclosed hereunder shall survive prior to the completion, termination, cancellationor cancellation of this Agreement shall not, except as expressly set forth herein, be affected by such completion, termination, or completion (by way of performance in full) of cancellation. Notwithstanding the restrictions on disclosure set forth hereinabove, either party to this Order or any Order. If the Parties have previously executed or concurrently execute a Non-Disclosure Agreement with respect to may disclose Proprietary Information to be exchanged its lower tier subcontractors as necessary in connection with the award and performance of this Order or other Orders, provided that each such subcontractor first assumes by written agreement all of the terms of that obligations imposed on a receiving party under this Agreement shall prevail in the event of a conflictrelative to such Proprietary Information.

Proprietary Information and Items. A. Each Party agrees to Boeing and Seller shall each keep confidential and not protect from disclosure all (a) confidential, proprietary, and/or trade secret information; (b) tangible items containing, conveying, or embodying such information; and (c) tooling obtained from and/or belonging to disclose to any the other person Proprietary Information in connection with this Order Agreement or any Order. Each Party further agrees Order (collectively referred to as "Proprietary Information and Materials"). B. Boeing and Seller shall each use Proprietary Information and Materials of the other only for purposes necessary in the performance of and for the purpose of this Order or Agreement and/or any Order, provided. Provided, however, that: (1) Buyer that despite any other obligations or Buyer's Customer restrictions imposed by this GTA Section 20.0, Boeing shall also have the right to use use, disclose and disclose copy Seller's Proprietary Information (marked with and Materials for the purposes of testing, certification, use, sale, or support of any item delivered under this Agreement, an Order, or any airplane including such an item; and any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances) for purposes of testing, certification, ; provided that all such use, sale disclosure, copying and the like shall be done in such a manner as to, and made only to such persons who have also agreed to, maintain Seller’s Proprietary Information and Materials as confidential and protect the same from disclosure in accordance with the terms of this Agreement. The restrictions on disclosure or assistance use of Proprietary Information and Materials by a receiving Party shall apply to all materials derived by a Party or others from the disclosing Party’s Proprietary Information and Materials. C. Upon the disclosing Party's request at any Customer time, and in any event upon the completion, termination or cancellation of this Agreement, the receiving Party shall return all of the disclosing Party's Proprietary Information and Materials, and all materials derived from the disclosing Party's Proprietary Information and Materials to the disclosing Party unless specifically directed otherwise in writing by disclosing Party. D. Seller shall not, without the prior written authorization of Boeing, sell or otherwise dispose of (as scrap or otherwise) any parts or other materials containing, conveying, embodying, or made in accordance with respect or by reference to Services provided for any product; (2) Proprietary Information and Materials of Boeing. Prior to disposing of such parts or materials as scrap, Seller shall render them unusable. Boeing shall have the right to audit Seller's compliance with this GTA Section 20.0. Seller may copy and/or disclose Proprietary Information for use within and Materials of Boeing to its organization on an subcontractors or suppliers or Seller’s “ship-to” customer as required and need-to-know basis for the performance of an Order, provided that each such subcontractor first assumes, by written agreement, the same obligations imposed upon Seller under this Order; (3) Seller may not disclose Proprietary Information GTA Section 20.0 relating to any third party without first obtaining prior written authorization from Buyer and obtaining from the proposed recipient a signed non- disclosure statement. B. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred Materials; and Seller shall be liable to Boeing for any breach of such obligation by such subcontractor or supplier. E. Notwithstanding anything in connection with this OrderSection 20 to the contrary, together with any copies thereof, are and remain the property either Party may make disclosure of the transmitting Party Agreement to (a) any of its accountants, auditors or lawyers having a need to know such information provided such person agrees not to disclose the information to any other person or outside of such firm, except as disclosure is required by applicable law, regulation or court order and (b) any of its bankers or credit rating agencies having a need to know such information, provided persons at such companies agree in writing not to disclose the information to any other person or outside of such company, except as disclosure is required by applicable law, regulation or court order. The foregoing shall not apply to matters already public other than by reason of a breach of this Section 20. Seller may also file such reports (including, without limitation, Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K) regarding or containing information about the Agreement or any provisions thereof that Seller shall deem necessary or prudent under applicable laws and regulations after giving good faith consideration to the protection of Boeing proprietary information. Seller may also file a copy of the Agreement as an exhibit to any such report filed by Seller, provided that Seller shall, except in good faith, give due consideration to redacting Boeing proprietary information from these documents. Seller shall also provide Boeing with a written copy of these documents as redacted prior to their filing, with sufficient time for Boeing to submit additional, suggested redactions. Seller shall give good faith consideration to inclusion of such Boeing suggested redactions before filing the documents. Seller may discuss matters pertaining to the Agreement in investor calls to the extent such matters are specifically reported in either Seller's press release or any other report publicly made by Seller. The Parties specifically intend that they the filing of such reports by Seller shall not be deemed a breach of this Section 20.0 or of Seller’s obligations under the Agreement, provided that the provisions of this Section 20.0 (E) are needed met. F. If the receiving Party or any of its representatives becomes legally compelled (by Buyer deposition, interrogatory, request for documents, subpoena, civil investigative demand or Buyer's Customer for similar process) to disclose any of the purpose Proprietary Information and Materials of testing, certifying, using, selling, or assisting any Customer with respect to any Service performed on a delivered product, be promptly returned, or at the option of and upon written instruction by the disclosing Party, destroyedthe receiving Party will advise and consult with the disclosing Party prior to any such disclosure, so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the Agreement. If such protective order or other remedy is not obtained, or compliance with the Agreement is waived as above, the receiving Party will disclose only that portion of the Proprietary Information and Materials which the receiving Party is advised by counsel is legally required and the receiving Party will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such of the Proprietary Information and Materials as is disclosed. Any disclosure made in accordance with the provisions of this Section 20.0 shall not be regarded as a breach of the obligations of the receiving Party pursuant to the Agreement. C. Neither the existence of G. Nothing in this Order nor the disclosure of Proprietary Information or any other information hereunder Section 20.0 shall be construed as granting expressly, by implication, by estoppel or otherwise a conveying to the receiving Party any right or license under to use Proprietary Information and Materials of the disclosing Party (except for the purposes contemplated in the Agreement) or to practice any invention inventions described and claimed in any pending patent applications or patent now or hereafter issued patents which are owned or controlled by the transmitting Party, except as specially set forth herein. No disclosure or receipt of disclosing Party relating to such Proprietary Information or any information from Buyer or Buyer's Customer will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party to and Materials. H. Each of the Parties hereto acknowledges and agrees that the other with respect to Party could be damaged irreparably in the event any infringement of the patent rights, copyrights or trade secrets of any other person. D. The obligations of each Party with respect to Proprietary Information disclosed hereunder shall survive termination, cancellation, or completion (by way of performance in full) provisions of this Order Section 20.0 are not performed in accordance with their specific terms or any Orderotherwise are breached. If Accordingly, each of the Parties have previously executed agrees that the other Party shall be entitled to seek an injunction or concurrently execute a Non-Disclosure Agreement with respect injunctions to Proprietary Information to be exchanged in connection with prevent breaches of the award and performance provisions of this Order or other Orders, Section 20.0 and to enforce specifically the terms of that Agreement shall prevail in the event of a conflictthis Section 20.0.

Proprietary Information and Items. A. Each Party agrees to Boeing and Seller shall each keep confidential and not to disclose to protect from disclosure all (a) confidential, proprietary, and/or trade secret information; including editorial revisions, annotations, elaborations, or any other person Proprietary Information forms in which such confidential, proprietary, and/or trade secret information may be modified, recast, transformed, translated, condensed, or otherwise adapted; (b) tangible items containing, conveying, or embodying such information; and (c) Tooling obtained from and/or belonging to the other in connection with this Order Agreement or any OrderOrder (collectively referred to as "Proprietary Information and Materials"). Each Party further agrees Except as set forth in any other agreement between the parties executed on the date hereof, or hereafter executed pursuant to an agreement executed between the parties on the date hereof. Boeing and Seller shall each use Proprietary Information and Materials of the other only for purposes necessary in the performance of and for the purpose of this Order or Agreement and/or any Order, provided. Provided, however, that: (1) Buyer that despite any other obligations or Buyer's Customer restrictions imposed by this GTA Section 20.0, Boeing shall also have the right to use use, disclose and disclose copy Seller's Proprietary Information and Materials for the purposes of testing, certification, use, sale, or support of any item delivered under this Agreement, an Order, or any airplane including such an item; and Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems, Inc. General Terms Agreement (marked with GTA) BCA-65530-0016 Amendment 1 any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. Each party shall maintain restrictive legends placed by the other party on Proprietary Information and Materials of the other party on all copies made of the other party's Proprietary Information and Materials. The provisions of this Article 20 shall also apply to all materials derived from the Proprietary Information and Materials of Boeing or Seller. Except as set forth in any other agreement between the parties executed on the date hereof, or hereafter executed pursuant to an agreement executed between the parties on the date hereof, upon Boeing's request at any time, and in any event upon the completion, termination or cancellation of a Program or this Agreement, Seller shall return all of Boeing's Proprietary Information and Materials, and all materials derived from Boeing's Proprietary Information and Materials to Boeing unless specifically directed otherwise in writing by Boeing. Except as set forth in any other agreement between the parties executed on the date hereof, or hereafter executed pursuant to an agreement executed between the parties on the date hereof, Seller shall not, without the prior written authorization of Boeing, sell or otherwise dispose of (as scrap or otherwise) for purposes any parts or other materials containing, conveying, embodying, or made under this GTA or applicable SPB in accordance with or by reference to any Proprietary Information and Materials of testingBoeing. . Prior to disposing of such parts or materials as scrap, certification, use, sale of or assistance of any Customer Seller shall render them unusable. Boeing shall have the right to audit Seller's compliance with respect to Services provided for any product; (2) this GTA Section 20.0. Seller may copy and/or disclose Proprietary Information for use within and Materials of Boeing to its organization on an subcontractors or suppliers as required and need-to-know basis for the performance of this Order; (3) Seller may not disclose Proprietary Information to any third party without first obtaining prior written authorization from Buyer and obtaining from the proposed recipient a signed non- disclosure statement. B. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred in connection with this an Order, together with provided that each such subcontractor first assumes, by written agreement, the same obligations imposed upon Seller under this GTA Section 20.0 relating to Proprietary Informations and Materials; and Seller shall be liable to Boeing for any copies thereof, are and remain the property breach of the transmitting Party and shall, except to the extent that they are needed such obligation by Buyer or Buyer's Customer for the purpose of testing, certifying, using, selling, or assisting any Customer with respect to any Service performed on a delivered product, be promptly returned, or at the option of and upon written instruction by the disclosing Party, destroyed. C. Neither the existence such subcontractor. The provisions of this Order nor GTA Section 20.0 are effective in lieu of, and will apply notwithstanding the disclosure of Proprietary Information absence of, any restrictive legends or any other information hereunder shall be construed as granting expressly, by implication, by estoppel or otherwise a license under any invention or patent now or hereafter owned or controlled by the transmitting Party, except as specially set forth herein. No disclosure or receipt of Proprietary Information or any information from Buyer or Buyer's Customer will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party to the other with respect to any infringement of the patent rights, copyrights or trade secrets of any other person. D. The obligations of each Party with respect notices applied to Proprietary Information disclosed hereunder Informations and Materials; and the provisions of this GTA Section 20.0 shall survive terminationthe performance, cancellationcompletion, termination or completion (by way of performance in full) cancellation of this Order Agreement or any Order. If the Parties have previously executed or concurrently execute a Non-Disclosure Agreement with respect to Proprietary Information to be exchanged in connection with the award and performance of this Order or other Orders, the terms of that Agreement shall prevail in the event of a conflict.

Proprietary Information and Items. A. Each Party agrees to Boeing and Seller shall each keep confidential and not protect from disclosure all (a) confidential proprietary, and/or trade secret information; (b) tangible items containing, conveying, or embodying such information; and (c) tooling obtained from and/or belonging to disclose to any the other person Proprietary Information in connection with this Order Agreement or any OrderOrder (collectively referred to as "Proprietary Information and Materials"). Each Party further agrees to Boeing and Seller shall each use Proprietary Information and Materials of the other only for purposes necessary in the performance of and for the purpose of this Order or Agreement and/or any Order, provided. Provided, however, that: (1) Buyer that despite any other obligations or Buyer's Customer restrictions imposed by this Section 20.0, Boeing shall also have the right to use and disclose of Seller's Proprietary Information (marked with and Materials for the purposes of testing, certification, use, sale, or support of any item delivered under this Agreement, an Order, or any airplane including such an item; and any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Seller shall apply to all materials derived by Seller or others from Boeing's Proprietary Information and Materials. Upon Boeing's request at any time, and in any event upon the completion, termination or cancellation of this Agreement, Seller shall return all of Boeing's Proprietary Information and Materials, and all materials derived from Boeing's Proprietary Information and Materials to Boeing unless specifically directed otherwise in writing by Boeing. Seller shall not, without the prior written authorization of Boeing, sell or otherwise dispose of (as scrap or otherwise) for purposes any parts or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials of testingBoeing. Prior to disposing of such parts or materials as scrap, certification, use, sale of or assistance of any Customer Seller shall render them unusable. Boeing shall have the right to audit Seller's compliance with respect to Services provided for any product; (2) this Section 20.0. Seller may copy and/or disclose Proprietary Information for use within and Materials of Boeing to its organization on an subcontractors as required and need-to-know basis for the performance of an Order, provided that each such subcontractor first assumes, by written agreement, the same obligations imposed upon Seller under this Order; (3) Seller may not disclose Proprietary Information Section 20.0 relating to any third party without first obtaining prior written authorization from Buyer and obtaining from the proposed recipient a signed non- disclosure statement. B. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred Materials; and Seller shall be liable to Boeing for any breach of such obligation by such subcontractor. The provisions of this Section 20.0 are effective in connection with lieu of, and will apply notwithstanding the absence of, any restrictive legends or notices applied to Proprietary Information and Materials; and the provisions of this Section 20.0 shall survive the performance, completion, termination or cancellation of this Agreement or any Order, together with . This Section 20.0 supersedes and replaces any copies thereof, are and remain all other prior agreements or understandings between the property of the transmitting Party and shall, except parties to the extent that they are needed by Buyer such agreements or Buyerunderstandings relate to Boeing's Customer for the purpose of testingobligations relative to confidential, certifyingproprietary, using, sellingand/or trade secret information, or assisting any Customer with respect tangible items containing, conveying, or embodying such information, obtained from Seller and related to any Service performed on a delivered productProduct, be promptly returned, regardless of whether disclosed to the receiving party before or at after the option of and upon written instruction by the disclosing Party, destroyed. C. Neither the existence effective date of this Order nor the disclosure of Proprietary Information or any other information hereunder shall be construed as granting expressly, by implication, by estoppel or otherwise a license under any invention or patent now or hereafter owned or controlled by the transmitting Party, except as specially set forth herein. No disclosure or receipt of Proprietary Information or any information from Buyer or Buyer's Customer will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party to the other with respect to any infringement of the patent rights, copyrights or trade secrets of any other personAgreement. D. The obligations of each Party with respect to Proprietary Information disclosed hereunder shall survive termination, cancellation, or completion (by way of performance in full) of this Order or any Order. If the Parties have previously executed or concurrently execute a Non-Disclosure Agreement with respect to Proprietary Information to be exchanged in connection with the award and performance of this Order or other Orders, the terms of that Agreement shall prevail in the event of a conflict.

Proprietary Information and Items. A. Each Party agrees to Boeing and Seller shall each keep confidential and not protect from disclosure all (a) confidential, proprietary, and/or trade secret information; (b) tangible items containing, conveying, or embodying such information; and (c) tooling obtained from and/or belonging to disclose to any the other person Proprietary Information in connection with this Order Agreement or any OrderOrder (collectively referred to as "Proprietary Information and Materials"). Each Party further agrees to Boeing and Seller shall each use Proprietary Information and Materials of the other only for purposes necessary in the performance of and for the purpose of this Order or Agreement and/or any Order, provided. Provided, however, that: (1) Buyer that despite any other obligations or Buyer's Customer restrictions imposed by this Section 20.0, Boeing shall also have the right to use and disclose of Seller's Proprietary Information (marked with and Materials for the purposes of testing, certification, use, sale, or support of any item delivered under this Agreement, an Order, or any airplane including such an item; and any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Seller shall apply to all materials derived by Seller or others from Boeing's Proprietary Information and Materials. Upon Boeing's request at any time, and in any event upon the completion, termination or cancellation of this Agreement, Seller shall return all of Boeing's Proprietary Information and Materials, and all materials derived from Boeing's Proprietary Information and Materials to Boeing unless specifically directed otherwise in writing by Boeing. Seller shall not, without the prior written authorization of Boeing, sell or otherwise dispose of (as scrap or otherwise) for purposes any parts or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials of testingBoeing. Prior to disposing of such parts or materials as scrap, certification, use, sale of or assistance of any Customer Seller shall render them unusable. Boeing shall have the right to audit Seller's compliance with respect to Services provided for any product; (2) this Section 20.0. Seller may copy and/or disclose Proprietary Information for use within and Materials of Boeing to its organization on an subcontractors as required and need-to-know basis for the performance of an Order, provided that each such subcontractor first assumes, by written agreement, the same obligations imposed upon Seller under this Order; (3) Seller may not disclose Proprietary Information Section 20.0 relating to any third party without first obtaining prior written authorization from Buyer and obtaining from the proposed recipient a signed non- disclosure statement. B. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred Materials; and Seller shall be liable to Boeing for any breach of such obligation by such subcontractor. The provisions of this Section 20.0 are effective in connection with lieu of, and will apply notwithstanding the absence of, any restrictive legends or notices applied to Proprietary Information and Materials; and the provisions of this Section 20.0 shall survive the performance, completion, termination or cancellation of this Agreement or any Order, together with . This Section 20.0 supersedes and replaces any copies thereof, are and remain all other prior agreements or understandings between the property of the transmitting Party and shall, except parties to the extent that they are needed by Buyer such agreements or Buyerunderstandings relate to Boeing's Customer for the purpose of testingobligations relative to confidential, certifyingproprietary, using, sellingand/or trade secret information, or assisting any Customer with respect tangible items containing, conveying, or embodying such information, obtained from Seller and related to any Service performed on a delivered productProduct, be promptly returned, regardless of whether disclosed to the receiving party before or at after the option of and upon written instruction by the disclosing Party, destroyed. C. Neither the existence effective date of this Order nor the disclosure of Proprietary Information or any other information hereunder shall be construed as granting expressly, by implication, by estoppel or otherwise a license under any invention or patent now or hereafter owned or controlled by the transmitting Party, except as specially set forth herein. No disclosure or receipt of Proprietary Information or any information from Buyer or Buyer's Customer will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party to the other with respect to any infringement of the patent rights, copyrights or trade secrets of any other personAgreement. D. The obligations of each Party with respect to Proprietary Information disclosed hereunder shall survive termination, cancellation, or completion (by way of performance in full) of this Order or any Order. If the Parties have previously executed or concurrently execute a Non-Disclosure Agreement with respect to Proprietary Information to be exchanged in connection with the award and performance of this Order or other Orders, the terms of that Agreement shall prevail in the event of a conflict.

Proprietary Information and Items. A. Each Party agrees to PMW and Seller shall each keep confidential and not protect from disclosure all (a) confidential, proprietary, and/or trade secret information; (b) tangible items containing, conveying, or embodying such information; and (c) tooling obtained from and/or belonging to disclose to any the other person Proprietary Information in connection with this Order Agreement or any OrderOrder (collectively referred to as "Proprietary Information and Materials"). Each Party further agrees to PMW and Seller shall each use Proprietary Information and Materials of the other only for purposes necessary in the performance of and for the purpose of this Order or Agreement and/or any Order, provided. Provided, however, that: (1) Buyer that despite any other obligations or Buyer's Customer restrictions imposed by this BPA Section 19.0, PMW shall also have the right to use use, disclose and disclose copy Seller's Proprietary Information (marked with and Materials for the purposes of testing, certification, use, sale, or support of any item delivered under this Agreement, an Order, or any airplane including such an item; and any such disclosure by PMW shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Seller shall apply to all materials derived by Seller or others from PMW's Proprietary Information and Materials. Upon PMW's request at any time, and in any event upon the completion, termination or cancellation of this Agreement, Seller shall return all of PMW's Proprietary Information and Materials, and all materials derived from PMW's Proprietary Information and Materials to PMW unless specifically directed otherwise in writing by PMW. Seller shall not, without the prior written authorization of PMW, sell or otherwise dispose of (as scrap or otherwise) for purposes any parts or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials of testingPMW. Prior to disposing of such parts or materials as scrap, certification, use, sale of or assistance of any Customer Seller shall render them unusable. PMW shall have the right to audit Seller's compliance with respect to Services provided for any product; (2) this BPA Section 19.0. Seller may copy and/or disclose Proprietary Information for use within and Materials of PMW to its organization on an subcontractors or suppliers as required and need-to-know basis for the performance of an Order, provided that each such subcontractor first assumes, by written agreement, the same obligations imposed upon Seller under this Order; (3) Seller may not disclose Proprietary Information BPA Section 19.0 relating to any third party without first obtaining prior written authorization from Buyer and obtaining from the proposed recipient a signed non- disclosure statement. B. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred Materials; and Seller shall be liable to PMW for any breach of such obligation by such subcontractor or supplier. The provisions of this BPA Section 19.0 are effective in connection with lieu of, and will apply notwithstanding the absence of, any restrictive legends or notices applied to Proprietary Information and Materials; and the provisions of this BPA Section 19.0 shall survive the performance, completion, termination or cancellation of this Agreement or any Order, together with . This BPA Section 19.0 supersedes and replaces any copies thereof, are and remain all other prior agreements or understandings between the property of the transmitting Party and shall, except parties to the extent that they are needed by Buyer such agreements or Buyerunderstandings relate to PMW's Customer for the purpose of testingobligations relative to confidential, certifyingproprietary, using, sellingand/or trade secret information, or assisting any Customer with respect tangible items containing, conveying, or embodying such information, obtained from Seller and related to any Service performed on a delivered productProduct, be promptly returned, regardless of whether disclosed to the receiving party before or at after the option of and upon written instruction by the disclosing Party, destroyed. C. Neither the existence effective date of this Order nor the disclosure of Proprietary Information or any other information hereunder shall be construed as granting expressly, by implication, by estoppel or otherwise a license under any invention or patent now or hereafter owned or controlled by the transmitting Party, except as specially set forth herein. No disclosure or receipt of Proprietary Information or any information from Buyer or Buyer's Customer will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party to the other with respect to any infringement of the patent rights, copyrights or trade secrets of any other personAgreement. D. The obligations of each Party with respect to Proprietary Information disclosed hereunder shall survive termination, cancellation, or completion (by way of performance in full) of this Order or any Order. If the Parties have previously executed or concurrently execute a Non-Disclosure Agreement with respect to Proprietary Information to be exchanged in connection with the award and performance of this Order or other Orders, the terms of that Agreement shall prevail in the event of a conflict.

Proprietary Information and Items. A. Each Party agrees to Boeing and Seller shall each keep confidential and not protect from disclosure all (a) confidential, proprietary, and/or trade secret information; (b) tangible items containing, conveying, or embodying such information; and (c) tooling obtained from and/or belonging to disclose to any the other person Proprietary Information in connection with this Order Agreement or any OrderOrder (collectively referred to as "Proprietary Information and Materials"). Each Party further agrees to Boeing and Seller shall each use Proprietary Information and Materials of the other only for purposes necessary in the performance of and for the purpose of this Order or Agreement and/or any Order, provided. Provided, however, that: (1) Buyer that despite any other obligations or Buyer's Customer restrictions imposed by this GTA Section 20.0, Boeing shall also have the right to use use, disclose and disclose copy Seller's Proprietary Information (marked with and Materials for the purposes of testing, certification, use, sale, or support of any item delivered under this Agreement, an Order, or any airplane including such an item; and any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Seller shall apply to all materials derived by Seller or others from Boeing's Proprietary Information and Materials. Upon Boeing's request at any time, and in any event upon the completion, termination or cancellation of this Agreement, Seller shall return all of Boeing's Proprietary Information and Materials, and all materials derived from Boeing's Proprietary Information and Materials to Boeing unless specifically directed otherwise in writing by Boeing. Seller shall not, without the prior written authorization of Boeing, sell or otherwise dispose of (as scrap or otherwise) for purposes any parts or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials of testingBoeing. Prior to disposing of such parts or materials as scrap, certification, use, sale of or assistance of any Customer Seller shall render them unusable. Boeing shall have the right to audit Seller's compliance with respect to Services provided for any product; (2) this GTA Section 20.0. Seller may copy and/or disclose Proprietary Information for use within and Materials of Boeing to its organization on an subcontractors or suppliers as required and need-to-know basis for the performance of an Order, provided that each such subcontractor first assumes, by written agreement, the same obligations imposed upon Seller under this Order; (3) Seller may not disclose Proprietary Information GTA Section 20.0 relating to any third party without first obtaining prior written authorization from Buyer and obtaining from the proposed recipient a signed non- disclosure statement. B. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred Materials; and Seller shall be liable to Boeing for any breach of such obligation by such subcontractor or supplier. The provisions of this GTA Section 20.0 are effective in connection with lieu of, and will apply notwithstanding the absence of, any restrictive legends or notices applied to Proprietary Information and Materials; and the provisions of this GTA Section 20.0 shall survive the performance, completion, termination or cancellation of this Agreement or any Order, together with . This GTA Section 20.0 supersedes and replaces any copies thereof, are and remain all other prior agreements or understandings between the property of the transmitting Party and shall, except parties to the extent that they are needed by Buyer such agreements or Buyerunderstandings relate to Boeing's Customer for the purpose of testingobligations relative to confidential, certifyingproprietary, using, sellingand/or trade secret information, or assisting any Customer with respect tangible items containing, conveying, or embodying such information, obtained from Seller and related to any Service performed on a delivered productProduct, be promptly returned, regardless of whether disclosed to the receiving party before or at after the option of and upon written instruction by the disclosing Party, destroyed. C. Neither the existence effective date of this Order nor the disclosure of Proprietary Information or any other information hereunder shall be construed as granting expressly, by implication, by estoppel or otherwise a license under any invention or patent now or hereafter owned or controlled by the transmitting Party, except as specially set forth herein. No disclosure or receipt of Proprietary Information or any information from Buyer or Buyer's Customer will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party to the other with respect to any infringement of the patent rights, copyrights or trade secrets of any other personAgreement. D. The obligations of each Party with respect to Proprietary Information disclosed hereunder shall survive termination, cancellation, or completion (by way of performance in full) of this Order or any Order. If the Parties have previously executed or concurrently execute a Non-Disclosure Agreement with respect to Proprietary Information to be exchanged in connection with the award and performance of this Order or other Orders, the terms of that Agreement shall prevail in the event of a conflict.