THIS CONFIDENTIALITY AGREEMENT (herein "Agreement") is made and entered into as of, , by and between Toyoda Gosei North America Corporation, a Michigan corporation (herein "TG"), and Your Company (herein "Supplier", and each of TG and Supplier individually referred to as a "Party" and collectively referred to as the "Parties"). References to "TG" in this Agreement shall also constitute reference to TG's Affiliates, "Affiliate" being defined as any entity that directly controls, is controlled by or is under common control with Toyoda Gosei North America Corporation.

WHEREAS, TG carries on the business of design, development, manufacture and sale of automotive parts and components ("TG Business") and owns valuable technical and/or commercial information of a secret and confidential nature relating to such TG Business, the entry of which into the public domain would jeopardize the rights and business of TG;

WHEREAS, TG is interested in evaluating the feasibility ("Evaluation") of contracting with Supplier for Supplier to provide certain goods and/or services to TG ("Provision of Goods and Services"), and during the course of the Evaluation or the Provision of Goods and Services may, from time to time, need to share Confidential Information with Supplier;

WHEREAS, Supplier is willing to observe restrictions as to the use of such Confidential Information and to respect the proprietary interest of TG therein; and

NOW, THEREFORE, the Parties hereto agree as follows:

Article 1. Definition of Confidential Information

1.1 In this Agreement the term "Confidential Information" shall mean all information, disclosed before, on, or after the date of this Agreement, relating to the TG Business considered by TG to be confidential or proprietary, including, without limitation, information relating to TG's patents, trademarks, registered and unregistered drawing rights, design rights, copyright formulations, engineering drawings, specifications, testing methods and equipment, data, know-how, inventions, models, formulae, manufacturing methods, machine design and operation, analytical and quality control methods, sales data, anticipated sales volumes, information relating to potential or actual customers, business structure, assets, liabilities, operations, budgets and strategies.

1.2. Information shall not be deemed Confidential Information and Supplier shall have no obligation with respect to any information which:

1.2.1 is already known to the Supplier at the time of disclosure of the Confidential Information, as shown by written documentation, unless received via a prior non-disclosure or confidentiality agreement betwee n Supplier and TG, and provided that the source of such information is not bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality to TG or any other person with respect to such information; or


1.2.2. at the time of disclosure of the Confidential Information or thereafter becomes publicly known through no wrongful act of Supplier; or


1.2.3. is rightfully received from a third party without similar restriction and without breach of this Agreement; or


1.2.4. is independently developed by Supplier without violating any of its obligations hereunder and such independent development can be shown by written documentation; or


1.2.5. is approved for release by TG's written authorization.

Article 2. Ownership:

The Parties acknowledge and agree that the Confidential Information shall remain the property of TG and that nothing in this Agreement or in any disclosures made hereunder shall be construed as granting to Supplier any patent, copyright,design license or any other intellectual property rights which may at the time of disclosure or hereafter exist in the Confidential Information or information evolved from the Confidential Information.

Article 3. Use and Non-Disclosure:

3.1.Supplier undertakes and agrees that any Confidential Information communicated to it from TG will be held in strict confidence and will only be used for the Evaluation or the Provision of Goods and Services, and may not be used for any other purpose, including without limitation to provide goods and services to other customers of Supplier or to compete with TG.

3.2.Supplier undertakes and agrees not to make copies of or take extracts from Confidential Information and not to disclose to other persons, firms, corporations, partnerships, governmental entities or other legal entities any or all of the Confidential Information without TG's prior written consent, except as follows:

3.2.1. Supplier shall not be prevented from disclosing any or all of the Confidential Information to such of its directors, officers and employees as are required by their duties to have knowledge of it for the Evaluation or the Provision of Goods and Services, or to carry out negotiations or participation in respect of the Evaluation or the Provision of Goods and Services, provided such directors, officers and employees shall be bound by the undertakings of confidence, restricted use and non-disclosure contained in this Agreement, in respect of the Confidential Information.

3.2.2.With TG’s prior written consent (which shall not be unreasonably withheld), and in order to better fulfill Supplier’s undertaking with regard to the Evaluation or the Provision of Goods and Services, Supplier may disclose such Confidential Information as is provided for in such consent to those of its professional advisers, suppliers, insurers and subcontractors as have been bound by the undertakings of confidence, restricted use andnon-disclosure contained in this Agreement in respect of the Confidential Information.

3.2.3. Supplier shall not be prevented from disclosing any or all of the Confidential Information to a Related Party if and only to the extent such disclosure is necessary for the Evaluation or the Provision of Goods and Services, provided that such Related Party agrees to abide by the conditions contained herein and provided also that TG agrees in writing prior to such disclosure to a Related Party. In this Agreement, the term "Related Party” shall mean any person or entity (a) of which Supplier owns directly or indirectly more than fifty percent (50%) of the voting shares, (b) that owns directly or indirectly more than fifty percent (50%) of the voting shares of Supplier, or (c) whose voting shares are directly or indirectly under common control with Supplier as of the date of this Agreement or hereafter during the term of this Agreement.

3.3. Supplier shall use all reasonable efforts to ensure the due observance of the undertakings herein of confidence, restricted use and non-disclosure by all persons to whom it discloses or releases copies or extracts of the Confidential Information and shall be responsible for any breach of this Agreement by any such persons to whom it discloses or releases copies or extracts of the Confidential Information.

3.4 Supplier shall not announce or disclose the existence of this Agreement or its terms and conditions, or advertise or release any publicity regarding this Agreement or the fact that any investigations or discussions are taking place concerning the Evaluation or the Provision of Goods and Services, without TG’s prior written consent. This Article 3.4 shall survive the expiration, termination or cancellation of this Agreement.

3.5. Supplier agrees that any report(s), technical documentation, literature or any other written material generated by Supplier as a result of receiving products or Confidential Information under this Agreement will be treated as Confidential Information in accordance with the terms of this Agreement and will not be released to any other person, firm, corporation, partnership, governmental entity or other legal entity without TG’s express written consent.

3.6. Supplier shall not attempt to analyze samples of any products it receives from TG or in any way attempt to determine how such products are made.

Article 4. Return of Confidential Information

Supplier shall promptly upon request by TG at any time return all of the Confidential Information disclosed to it together with all copies and extracts made, including any copies or extracts provided by Supplier to others under Article 3.2 hereof, or, at TG's option, destroy such information and provide confirmation of such destruction.

Article 5. Scope and Limitations

5.1. TG makes no warranty or representation (and none is to be implied or relied upon by Supplier) as to the sufficiency, capability or accuracy of Confidential Information or the use thereof, and shall not incur any responsibility, liability or obligation by reason of the disclosure to Supplier of Confidential Information.

5.2. This Agreement shall not be construed as a partnership, joint venture or other such arrangement. Rather, the Parties expressly agree that this Agreement is for the purpose only of protecting TG's Confidential Information.

5.3. Nothing in this Agreement shall prevent Supplier from disclosing TG’s Confidential Information which it is required by law to disclose, so long as it provides TG with reasonable prior written notice of the necessity of such disclosure so that TG may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, Supplier agrees to furnish only that portion of the Confidential Information that is legally required and to exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information.

5.4. Neither Party shall have an obligation under this Agreement to sell or purchase any service or item to or from the other Party.

5.5. Supplier agrees to comply with all applicable export control laws. Supplier shall not transfer, directly or indirectly, any technical data (including software) received from TG under this Agreement, or the direct product thereof, to any restricted or prohibited destination without obtaining prior Japanese, Canadian and/or U.S. government approval as required by Japanese, Canadian and/or U.S. export administration regulations or applicable local law.This Article 5.5 shall survive termination or cancellation of this Agreement.

Article 6. Termination

6.1. This Agreement may be terminated by TG at any time with or without cause upon notice to Supplier. Moreover, this Agreement will automatically terminate upon the first to occur of: (i) completion of the Evaluation, or (ii) one year from the date of this Agreement.

6.2. Notwithstanding the foregoing provisions set forth in Article 6.1 hereof, Supplier’s obligations under this Agreement will continue for the longer of (a) five (5) years after completion of the Evaluation; or (b) five (5) years after the completion of the Provision of Goods and Services; or (c) five (5) years after the date Supplier ceases to be a supplier of TG. Further notwithstanding the foregoing, Supplier’s obligations with respect to information that constitutes trade secrets will continue until the information no longer constitutes trade secrets.

Article 7. Remedies

7.1. Supplier acknowledges and agrees that the Confidential Information disclosed or to be disclosed pursuant to this Agreement is, by its nature, valuable proprietary commercial information, the misuse or unauthorized disclosure of which is likely to cause TG considerable damage for which monetary compensation is likely to be inadequate. Accordingly, Supplier agrees that without prejudice to any other rights and remedies, TG shall be entitled, without the requirement of posting a bond or other security, to relief by way of preliminary and permanent injunction in the case of such misuse or unauthorized disclosure.

7.2. No delay or failure by TG in exercising or pursuing any claim, right or remedy arising under this Agreement or from any breach by Supplier of any of its obligations under this Agreement shall operate or be c onstrued as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

7.2 Supplier agrees to indemnify and hold TG harmless from any damages, loss, cost, liability or expense (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized use or disclosure of the Confidential Information or other violation of this Agreement by Supplier or by any others to whom Supplier provides copies or extracts of the Confidential Information under Article 3.2 hereof.

Article 8. Governing Law and Dispute Resolution

8.1. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan, its conflict of laws provisions notwithstanding.

8.2. Subject to TG's rights to equitable relief under Section 7.1, in the event that any dispute between the Parties arises out of or in connection with this Agreement, the Parties hereto agree to engage in amicable settlement discussions. In the event that the dispute cannot be amicably resolved within sixty (60) days after the occurrence, such dispute shall be finally settled by arbitration. Arbitration shall take place in Oakland County, Michigan, in accordance with the rules of procedure of the American Arbitration Association. The language of the proceedings shall be English. Any final award rendered in such arbitration shall be final and binding upon the Parties.

Article 9. Severability and Survival

9.1. If any provision of this Agreement shall be prohibited by or invalidated under applicable law, such provision shall be ineffective only to the extent of such prohibition without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9.2. This Agreement shall be binding upon, inure to the benefit of and be enforceable by: (a) TG, its successor and its assigns, and (b) Supplier and, upon written approval of TG, its successors and assigns.

Article 10.Notices

Any notice, demand, approval, consent, information, agreement, offer, payment, request or other communication (hereinafter referred to as a “Notice”) to be given under or in connection with this Agreement shall be in writing and shall be given by hand delivery, sent by certified or registered mail, return receipt requested and proper postage prepaid, sent by a nationally recognized overnight courier service, or sent by telecopier or other electronic communication which results in a written or printed notice being given, addressed or sent as set out below or to such other address osr electronic number as may from time to time be the subject of a Notice:

The date of giving of any Notice shall be (i) the date of delivery if hand delivered, (ii) the date of receipt for certified or registered mail, (iii) the day after delivery to the overnight courier service if sent thereby, and (iv) the date of telecopier or other electronic communication with confirmation of transmission.

Article 11. Execution of Agreement

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or by other electronic means shall be deemed to be their original signatures for all purposes.

Article 12. Entire Agreement

This Agreement sets forth the entire understanding and agreement between the Parties hereto as to the subject matter of this Agreement and supersedes all previous communications, negotiations, warranties, representatio ns and agreements, either oral or written, with respect to the subject matter hereof. No modification or amendment of this Agreement shall be binding upon the Parties unless executed in writing by the Parties.

IMPORTANT: Suppliers MUST comply with minimum guidelines of “AIAG Cyber Security 3rd Party Information Security” specification and be working towards full compliance. For more information, go to the AIAG website at "https://www.aiag.org/supply-chain-management/cyber-initiative"

For TG Employees, Team Members:
Agrees to follow Business Conduct Agreement and have a signed agreement on file. Also Employee / Team Member is obligated to follow Employee Handbook sections on “Confidentiality”, and “Confidential or Proprietary Information of Other C ompanies” and any Policies pertaining to the use of this site.

"If you already have a signed NDA (Non-Disclosure Agreement) on file with the Toyoda Gosei North America Legal Department, that signed agreement supersedes the NDA on this site. Checking the box below is still required to enter this site."