HAWKER PACIFIC AEROSPACE
AGREEMENT FOR NON-USE AND NON-DISCLOSURE OF
CONFIDENTIAL INFORMATION
This Agreement is entered into as of February 28, 2002, by and between
HAWKER PACIFIC AEROSPACE ("HPAC") and LUFTHANSA TECHNIK AG ("LHT").
1. LHT agrees not to disclose, except to its employees and consultants with a
need to know, and not to use, except for the purposes set forth herein, any
information received from HPAC under this Agreement, whether or not it is
oral, written or in any other medium and whether or not it is marked as
Confidential or Proprietary, and all notes, copies, analyses, compilations,
studies, or interpretations that utilize such information, or are prepared,
based on, or derived from such information (collectively, the "Confidential
Information"). The Confidential Information shall also include any
information provided by HPAC to LHT in connection with the possible business
combination being considered by the parties prior to the date of this
Agreement. The Confidential Information shall be provided for the purposes
of discussions on a possible business combination.
2. LHT agrees to prevent the unauthorized disclosure or use of Confidential
Information received hereunder using the same degree of care employed to
protect its own confidential information, but in no event less than a
reasonable standard of care.
3. Nothing herein shall be construed to obligate HPAC to disclose any
Confidential Information to LHT, or as granting a license to any
Confidential Information disclosed. HPAC makes no representation or warranty
regarding the completeness or accuracy of any Confidential Information
disclosed. All Confidential Information provided by HPAC and any copies made
thereof shall remain the sole property of HPAC and shall be returned or
destroyed, at the option of HPAC, upon three (3) days' written notice to
LHT. Return or destruction of the Confidential Information and any copies
made thereof shall not relieve LHT of its obligations hereunder.
4. The above restrictions shall not apply to Confidential Information which (a)
is in the public domain or is properly in the possession of the LHT without
restriction at the time of receipt hereunder; (b) subsequently enters the
public domain without breach hereof by LHT; (c) is lawfully received from a
third party without restriction on disclosure; (d) is independently
developed by LHT's personnel who have not had direct or indirect access to
or knowledge of the Confidential Information; (e) is used or disclosed with
the prior written approval of HPAC; and (f) is obligated to be produced
under order of a court of competent jurisdiction (provided that the LHT
gives adequate notice of such pending order to HPAC so that HPAC can seek a
protective order or other appropriate remedy). If the above exclusions apply
to only a portion of the Confidential Information, then only that portion
shall be excluded from the restrictions contained herein.
5. This Agreement shall not be assigned by either party without the express
written consent of the other party; however, either party may assign this
Agreement to its respective successors in interest. This Agreement
constitutes the entire understanding between the parties with respect to the
subject matter hereof, and may be modified only by a written amendment
signed by both parties. LHT agrees to comply with all governmental
regulations applicable to the Confidential Information, including federal
and state securities laws and US Export Control Laws and Regulations.
6. LHT acknowledges that HPAC will be irreparably harmed if LHT's obligations
are not specifically enforced, and that no adequate legal remedy exists for
breach thereof. LHT agrees that HPAC shall be entitled to obtain injunctive
relief, in addition to any other remedies available. Reasonable attorney's
fees and costs shall be awarded to HPAC in the event of litigation in which
HPAC prevails involving the enforcement or interpretation of this Agreement.
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7. This Agreement shall be governed by the laws of the United States and the
State of California, excluding its conflict of laws rules.
LUFTHANSA TECHNIK XX XXXXXX PACIFIC AEROSPACE
/s/ XXXX XXXXXXXXXXX /s/ XXXXX X. XXXXXXX
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By: Xxxx Xxxxxxxxxxx By: Xxxxx X. Xxxxxxx
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Its: Director of Finance Its: Chief Financial Officer and
---------------------------------- Secretary
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/s/ XXXXX XXXXXXXXXXX
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By: Xxxxx Xxxxxxxxxxx
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Its: Senior Manager of Finance
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