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    Non-Disclosure Agreement

    STANLEY BLACK & DECKER, INC.

    VENDOR CONFIDENTIALITY AGREEMENT

    This Confidentiality Agreement is entered into by and between STANLEY® Engineered Fastening, a business unit of Stanley Black & Decker, Inc.(“Buyer”) and __________(“Vendor”) for the purpose of preventing the unauthorized disclosure of confidential and/or proprietary information as defined below (“Proprietary Information”). For clarification purposes, STANLEY® Engineered Fastening is a division of Stanley Black & Decker, Inc. and includes, but is not limited to, the following legacy businesses and their respective brands: Emhart Technologies, Infastech,Fastener Innovation Technologies, Spiralock®, and STANLEY® Assembly Technologies. Vendor hereby acknowledges and agrees that it may have had prior access to and shall have future access to certain Proprietary Information related to the Relationship as a result of disclosures made by Buyer to Vendor. All Proprietary Information provided by Buyer will be presumed to be confidential. The term “Proprietary Information” shall include all information provided by Buyer and the fact of communication thereof, as well as the existence and terms of this Agreement, the Relationship, and any work performed pursuant thereto, and may include, but is not limited to, plans, drawings, specifications, technical and business information, research and development, product concepts, production processes, engineering processes, information regarding machines and equipment, computer program designs, programming techniques, flow charts, software, source code, object code, and financial, marketing and customer information and present and future business plans and other documents or information related to the Relationship. Proprietary Information may also include fasteners which incorporate Buyer’s Thread Form Technology and taps, dies, gauges, and/or calibration equipment designed for the manufacture of fasteners which incorporate Buyer’s Thread Form Technology; fasteners such as blind rivets, pins, collars, nuts, studs, clips, tools, and equipment; products developed through the relationship not commercially or commonly available in the market; all Stanley® Engineered Products. Notwithstanding the foregoing, the term “Proprietary Information” shall not include information that: (1) is or becomes generally available to the public other than 2 through unauthorized disclosure by the Vendor or its employees, agents, consultants, or subcontractors; (2) is or becomes available without restriction to the Vendor from a third party who has lawfully acquired such information; (3) is invented or created by the Vendor independent of the disclosure by Buyer as demonstrated by the written records of the Vendor; (4) is known to the Vendor prior to disclosure by Buyer as demonstrated by the written records of the Vendor; or (5) is authorized in writing by Buyer to be disclosed without restriction. Vendor shall have the burden of proof to show that specific items of Proprietary Information fall within any of the foregoing exceptions. In consideration of the Relationship and the opportunity to review the Proprietary Information, Vendor hereby agrees as follows: 

    1. Not to use any of the Proprietary Information for any purpose other than achieving the objectives of the Relationship. Vendor shall not undertake similar design or developmental activity during the existence of the Relationship, except as authorized in writing by Buyer.

    2. Vendor agrees to hold in confidence and not to disclose any of the Proprietary Information to any person (including unauthorized Buyer personnel), except to those employees, agents, consultants, and subcontractors of Vendor who require access to such information for Vendor to achieve the objectives of the Relationship. Vendor shall take all steps necessary to ensure that such employees, agents, consultants, and subcontractors will be bound by a confidentiality agreement with terms at least as restrictive as the terms of this Agreement (or otherwise acceptable to Buyer), and will conduct themselves in accordance with this Agreement.

    3. All Proprietary Information remains the property of Buyer and no copies shall be made except as necessary to achieve the objectives of the Relationship. Upon the earlier of the termination of this Agreement or the request of Buyer, Vendor shall return to Buyer within 20 days all Proprietary Information without retaining any tangible embodiments thereof, and shall destroy any related notes of the Vendor, its employees, agents, representatives, or 3 subcontractors.

    4. Vendor shall not remove or otherwise alter any of Vendor’s trademarks or service marks, serial numbers, logos, copyrights, notices, or other proprietary notices, or indicia, if any, fixed or attached to the Proprietary Information. Vendor shall not have any express, implied, or other license or rights to any patents, trade secrets, or trademarks of the Buyer, whether or not patentable or registerable. Vendor shall not claim nor assert any rights in any of the Buyer’s trademarks, trade names, or other designations that are intended to infer an association with Buyer. 

    5. All inventions, product concepts, discoveries, creations, improvements, models, prototypes, patents, trade secrets, trademarks, and copyrights relating to the Relationship (“Developments”) shall be the exclusive worldwide property of Buyer, except for those Developments identified in writing to Buyer prior to this Agreement, and regardless of whether such Developments are conceived by Vendor solely or jointly with others. Vendor shall promptly disclose all such Developments to Buyer, and shall use its best efforts to assist Buyer in the protection of its worldwide exclusive property rights in such Developments, including without limitation the execution of assignment, patent, copyright, and trademark documents at the request of Buyer. In the event Buyer is unable to obtain Vendor’s execution of such documents, Vendor appoints Buyer as its attorney-in-fact for the purpose of executing or filing such documents. Vendor shall ensure that all of its employees and representatives working in connection with the Relationship are bound by obligations to assign all inventions, discoveries, creations, improvements, or suggestions to Vendor and to assist in securing the intellectual property rights therefor.

    6. Not to disclose Proprietary Information pursuant to legal process without timely notifying Buyer in order to permit Buyer to seek an appropriate protective order and/or to waive Vendor’s compliance with the provisions of this Agreement. Vendor shall not thereafter be liable for disclosing Proprietary Information to any tribunal, provided: (a) that all necessary steps for the protection of confidential 4information are taken; and (b) in the written opinion of counsel, Vendor is compelled to disclose the Proprietary Information under penalty of contempt, censure, or other sanctions.

    7. Without the prior written consent of Buyer, Vendor shall not, directly or indirectly, during the term of this Agreement, and for a period of three (3) years following the termination of this Agreement solicit or accept any business for:

    (a) fasteners which incorporate Disclosing Party’s Thread Form Technology, or 

    (b) taps, dies, gauges, and/or calibration equipment designed for manufacture of fasteners which incorporate Disclosing Party’s Thread Form Technology, or any of Buyers products that contain specific Intellectual Property or proprietary information inclosing but not limited to fasteners, equipment, and hand tools, or 

    (c) solicit for employment or employ or otherwise engage any employee of the Disclosing Party. Vendor acknowledges that the above stated restrictions are reasonable and required to induce Buyer to divulge its Proprietary Information to Vendor.

    8. It is understood that Buyer and its representatives shall have full discretion with respect to selection of the Proprietary Information to be disclosed under this Agreement and that Buyers makes no warranty or representation, express or implied, concerning the accuracy, completeness, or usefulness of the Proprietary Information. Buyer and its representatives shall not have any liability to Vendor, or any of Vendor’s representatives, resulting from the use of the Proprietary Information.

    9. Vendor shall immediately give notice to Buyer of any unauthorized use or disclosure of Proprietary Information, and shall assist Buyer in remedying such unauthorized use or disclosure.

    10. Unauthorized use or disclosure of Proprietary Information shall irreparably harm Buyer and entitle 5 it to injunctive relief in addition to all other remedies at law or in equity.

    11. The Relationship and Vendor’s performance of this Agreement are not in breach of any other agreement to which Vendor is a party, and Vendor shall not disclose to Buyer or induce Buyer to use any proprietary information of third parties without the written authorization of such third parties.

    12. Vendor’s obligations under this Agreement shall survive the termination of this Agreement. The parties agree to submit any dispute under this Agreement for non-binding mediation, and to conclude such mediation prior to the commencement of a lawsuit (except for an action for equitable relief to prevent irreparable harm). The mediation shall be conducted in accordance with the Model Procedures for Mediation of Business Disputes. The fees of the mediator shall be shared equally by the parties. The mediator shall be disqualified as a witness, consultant, expert, or counsel for either party with respect to the matters in dispute and any related matters. In the event the dispute is not resolved by nonbinding mediation, the parties agree to submit the matter for arbitration before a single arbitrator (who shall be experienced in intellectual property matters) in accordance with the Rules of the American Arbitration Association. The place of arbitration shall be the city of Hartford, Connecticut. The award of the arbitrator shall be the sole and exclusive remedy under this Agreement; shall include attorneys’ fees and ordinary costs incurred by the prevailing party as determined by the arbitrator; shall include interest from the date of damages to the date of payment at a rate equal to the rate announced by Citibank N.A. as its prime lending rate; shall be payable promptly in United States dollars free of any tax, deduction or offset; and shall include any costs, fees, or taxes incident to enforcing the award against the resisting party. The rights and remedies stated herein are cumulative and not exclusive of the rights and remedies that Buyer may have now or hereafter, at law, in equity, by statute, or otherwise. No failure or delay by Buyer in exercising any right, power, or privilege will operate as a waiver nor will any single or partial exercise of any right, power, or 6 privilege preclude any further exercise thereof. If any provision of this Agreement or part thereof is held by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced under any rule of law in any particular respect or under any particular circumstances, such provision or part shall nevertheless remain in full force and effect in all other respects and under all other circumstances, and all other provisions of this Agreement shall nevertheless remain in full force and effect. Nothing in this Agreement shall be construed to create a partnership, joint venture, commitment to purchase, or employment relationship. This Agreement is solely for the benefit of the parties hereto and shall be governed exclusively by the laws of the State of Connecticut without regard to conflict of law principles. This Agreement may be modified or waived only in a writing signed by the party against whom enforcement of such modification or waiver is sought. Wherever possible, each provision of this Agreement shall be interpreted so as to be effective and valid under governing law. This Agreement may not be assigned by Vendor without written consent of Buyer, and shall be binding upon the Vendor’s successors, legal representatives, and permitted assignees. The parties have caused this Agreement, constituting the entire agreement between them with respect to the subject matter hereof and superseding all prior related agreements, to be executed as of the last date reflected below.

    VENDOR:____________________ STANLEY® Engineered Fastening

    By:________________________ By:__________________________

    Name: Name:

    Title: Title:

    Date: Date:

    Non-Disclosure Agreement