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WHEREAS, Rolls-Royce Trent holds information and data which is proprietary to Rolls-Royce Trent related to operation, maintenance, repairs, and design changes of Rolls-Royce Trent Combustion Turbines, Generators, or related accessories supplied and required for the operation of the Rolls-Royce Trent Combustion Turbine/generators (hereinafter called Proprietary Information);
WHEREAS, MEMBER desires to receive Proprietary Information to be disclosed at annual Rolls-Royce Trent Users Group meetings and to be disclosed on Rolls-Royce Trent Internet Site (Rolls-Royce Trent.Users-Groups.com); and
WHEREAS, MEMBER is willing to receive Proprietary Information under the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties agree as follows:
1. Rolls-Royce Trent agree to disclose and MEMBER agrees to receive the Proprietary Information.
2. MEMBER agrees not to use or disclose Proprietary Information except for the purpose of communications between participants in the Rolls-Royce Trent Users Group. MEMBER agrees not to disclose the Proprietary Information to any person or organization unless the person or organization and the MEMBER enter a written, confidentiality and nonuse agreement having substantially the same terms and conditions as provided herein and MEMBER obtains prior written approval from Rolls-Royce Trent.
3.The provisions of paragraph two (2) shall not apply to MEMBER's use or disclosure of information which:
(a) Now is or becomes generally known to the public without fault of MEMBER; (b) Is shown within thirty (30) days of disclosure to have been in MEMBER'S possession in writing prior to its disclosure by Rolls-Royce Trent; or (c) Is received from an independent third party having no obligations of nondisclosure to Rolls-Royce Trent.
4. Disclosure by Rolls-Royce Trent to MEMBER of Proprietary Information under this agreement does not grant MEMBER any right or license to use this Information or any Letters Patent except for the purpose for which disclosure is made by Rolls-Royce Trent.
5. MEMBER shall promptly return all documents and copies of documents provided under this agreement upon request by Rolls-Royce Trent in the event the MEMBER no longer meets the following requirements for membership in the Rolls-Royce Trent Users Group:
6. This Agreement shall be construed under the laws of the State of Texas.