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Wonderware Conversion <br />May 26, 2016 Tr-iheclr-al Q10565-000-000 <br />6 Terms <br />Placing a purchase order against this quotation will be deemed as having accepted the terms and <br />conditions as detailed below. <br />6.1 Expiry <br />This quotation is valid for a period of 30 days from the issue date <br />6.2 Billing Schedule <br />Trihedral will issue ICRU two invoices <br />One invoice upon delivery of the Item 2 as detailed in section 3 Deliverables <br />One invoice upon completion of Items 3 to 11 as detailed in section 3 Deliverables <br />Payment terms are net 30 days. <br />6.3 Engineering and Technical Services Terms and Conditions <br />Engineering and technical services which are enumerated in section 3 Deliverables, are provided by <br />Trihedral Engineering Limited subject to terms and conditions specified in Appendix A - Engineering <br />and Technical Services Terms and Conditions (Standard Conditions) <br />6.4 Confidentiality <br />1) During and after the performance of the Services pursuant to Quote, each party shall maintain in <br />confidence all confidential and commercially sensitive information received from the other party in <br />which the disclosing party has a proprietary interest (the Confidential Information), and shall not <br />disclose any such Confidential Information to any third party, other than its own personnel, or use any <br />such Confidential Information for any purpose whatsoever except as contemplated by this Quote In <br />maintaining the confidentiality of Confidential Information of the other party, each party shall exercise <br />the same degree of care that it exercises with its own confidential information and in no event less <br />than a reasonable degree of care. <br />2) The obligation of confidentiality in the preceding subsection shall not apply to the extent that: <br />a) the party subject to the obligation is required by law to disclose information by order or regulation <br />of a governmental agency, a regulatory authority or a court of competent jurisdiction; provided, <br />however, that, if reasonably possible in compliance with such order or regulation, the party <br />subject to such requirement shall not make any such disclosure without first notifying the other <br />party and allowing the other party a reasonable opportunity to seek injunctive relief from, or a <br />protective order with respect to, the obligation to make such disclosure ; <br />b) the disclosed information was at the time of such disclosure to the party subject to the obligation <br />already in, or thereafter entered, the public domain, other than as a result of actions of the <br />receiving party, its directors, officers, employees or agents in violation hereof; <br />c) the disclosed information was lawfully known to the party subject to the obligation prior to the date <br />of disclosure to the receiving party; <br />d) the party subject to the obligation establishes, upon documentation, that such party independently <br />developed the disclosed information without any use of, or reference to, the disclosed <br />information; or, <br />e) the disclosed information was received by the party subject to the obligation on an unrestricted <br />basis from a source unrelated to any party to this Quote and to the best of the knowledge of the <br />party subject to the obligation, without of a duty of confidentiality owed to the other party <br />6 <br />60 <br />