VISITOR SAFETY & NON-DISCLOSURE AGREEMENT
This Visitor Safety & Non-Disclosure Agreement (“Agreement”) is entered into as of the date indicated below (“Effective Date”) between Forge Nano, Inc. (“Forge Nano”), with its principal place of business at 12300 Grant St., Ste. 110, Thornton, CO 80241 USA and the undersigned person (“Visitor”). In consideration of Visitor being permitted access to Forge Nano facilities and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, both parties hereby agree to the terms and conditions of this Agreement to assure the protection of Forge Nano confidential information and the safety of the Visitor.
1. Definitions. “Confidential Information” means any confidential information that is disclosed to or observed by Visitor, whether marked confidential or not and whether disclosed in tangible form or otherwise, including, without limitation, trade secrets, physical samples, financial, business, sales or technical information and materials, terms of agreements, negotiations or proposals, and other information and materials that are valuable to Forge Nano and not publicly known. “Confidential Information” shall also include confidential information of third parties that is disclosed by Forge Nano to Visitor.
2. Confidentiality. At all times, Visitor shall keep confidential and shall not use or disclose to any third party any Confidential Information. Visitor will not disclose to Forge Nano, or cause Forge Nano to use any confidential information of any other person or entity.
3. Exception. If Visitor is required to disclose Confidential Information pursuant to any request, order or requirement of a court or any administrative or governmental agency, Visitor may do so only after (a) giving Forge Nano immediate written notice of such order or requirement, (b) giving Forge Nano an opportunity to contest disclosure or seek an appropriate protective order, and (c) cooperating with Forge Nano to limit the disclosure of the Confidential Information to the maximum extent permissible.
4. Return of Confidential Information. Visitor will, at any time upon Forge Nano’s request, return all Confidential Information it may have received in written or other tangible form.
5. No Transfer of Rights. No intellectual property rights are granted to Visitor under this Agreement.
6. Safety. Visitor shall observe all safety requirements of Forge Nano, including wearing safety glasses and other PPE where appropriate, remaining clear of areas indicated as hazardous, and otherwise take all reasonably prudent precautions. Visitor must adhere to Forge Nano’s COVID-19 Policy. To the maximum extent permitted by applicable law, Visitor hereby waives any and all claims against Forge Nano, Inc. and its officers, directors, agents and employees for injury, accident, illness, or death occurring during or by reason of the visit to Forge Nano’s facilities. By signing below, Visitor acknowledges that this Section 6 is an essential provision of this Agreement.
a) Visitor shall avoid all areas marked as restricted or for “employees only,” whether marked with a sign or marking tape, or as verbally indicated. Visitor shall wear his/her visitor badge and shall be accompanied by Visitor’s escort at all times. Visitor agrees not to take or make any pictures or recordings in any areas. Laptops, cellphones and related devices require Forge Nano permission to be on site and if approved are only permitted in conference rooms and offices.
b) Visitor shall not access, download, view or otherwise observe any information, files or other medium other than as specifically instructed by Forge Nano. Confidential Information
c) Visitor acknowledges that Forge Nano’s facilities in Thornton, Colorado is administered by USCustoms & Border Protection as a US Foreign Trade Zone, and removal of materials from either facility may be a federal crime punishable by up to 10 years in prison, a $250,000 fine, or both. See 18 U.S.C.§§ 549, 3571.
8. Termination. This Agreement will remain in effect for 90 days following the Effective Date. Notwithstanding any expiration or termination of this Agreement, the obligations of Visitor under Sections 1–5 and 8–11, inclusive, of this Agreement shall survive any termination or expiration of this Agreement for a period of five (5) years.
9. Attorneys’ Fees. If Forge Nano substantially prevails in any action to enforce this Agreement, it will be entitled to recover its costs of enforcement from Visitor, including reasonable attorneys’ fees. Visitor acknowledges that breach of this Agreement may cause Forge Nano immediate, irreparable harm that cannot be adequately compensated by money. Forge Nano may be entitled, in addition to other remedies available, to injunctive relief for any such breach without proof of actual damages or the posting of bond or other security.
10.No Relationship. This Agreement will not constitute or imply any commitment to enter into any arrangement except as expressly set forth herein. Forge Nano makes no warranty of any kind with respect to Confidential Information.
11.General Provisions. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements (written or oral) relating thereto. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such provision will be severed from the Agreement, and the remainder of this Agreement shall remain in full force and effect. No amendment or modification of this Agreement will be effective unless made in writing and signed by authorized representatives of the parties. Visitor shall not assign or transfer this Agreement without Forge Nano’s prior written consent, and any attempt to do so shall be void. The parties may execute this Agreement in counterparts, manually or electronically, which taken together shall constitute one instrument. A facsimile or other electronic copy of this Agreement shall constitute an original document for all purposes. Failure to enforce any provision of this agreement will not constitute a waiver. This Agreement is governed by the laws of Colorado, without regard to its conflict of laws principles. The exclusive venue for any action arising out of or relating to this Agreement will be the state courts of Adams County, Colorado and the United States District Court for the District of Colorado.