English Confidentiality Agreement

Madeline Taylor
Legal Drafting- Professor Timony

CONFIDENTIALITY AGREEMENT


This agreement is entered into this 15th day of October, 2012 between Rearden Steel Company and CarbolicFabricators. The parties agree as follows:

I. Background. In contemplation of purchasing stock in Rearden Steel Company, Carbolic Fabricators may possess certain information relating to Discloser’sfinances, production techniques, customer lists, and other matters which are confidential and proprietary to Rearden ("Confidential Information"). Carbolic will receive disclosure of the ConfidentialInformation pursuant to the terms of this agreement for the purpose of a thorough investigation of Discloser.
II. Disclosure. Rearden will disclose, and Carbolic will receive the ConfidentialInformation.
III. Confidentiality.
a. No Use. Carbolic agrees not to use the Confidential Information in any way or manufacture or test any product embodying Confidential Information, exceptfor the purpose authorized by Rearden.
b. Rearden authorizes that Carbolic may use the information only in contemplation of deciding whether or not to purchase stock interest in Carbolic.c. No Disclosure. Carbolic will use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Carbolic's employees thathave a need for disclosure in connection with Carbolic's authorized use of the Confidential Information.
d. Protection of Secrecy. Carbolic will take all steps reasonably necessary toprotect the secrecy of the Confidential Information and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.
IV. Limits onConfidential Information. Confidential Information will not be deemed proprietary, and Carbolic will have no obligation with respect to such information where the information:
a. was known to...