CraneConsultancy B.V. and/or its affiliates/subsidiaries ("C4C") is willing to provide Customer and/or its affiliates/subsidiaries (“COMPANY”), information in connection to design and manufacture of Onshore Ringer Cranes. In this respect C4C is willing to disclose or make available information considered by C4C to be proprietary and/or confidential. As a condition to agreeing to make this information available, parties enter into this Confidentiality Agreement ("Agreement"), which is intended to preserve and protect the confidentiality of any C4C information disclosed to COMPANY.

The terms of this Agreement are as follows:

• The term "Confidential Information" shall mean all information, whether disclosed verbally, visually, in writing or otherwise by C4C whether or not marked ‘Confidential’ or the like, such as without limitation drawings, sketches, specifications, engineering data, calculations, data sheets, models, including information relating to existing or proposed future business, inventions, solutions, operations or developments, technology, intellectual property, patents, copyrights, trademarks and financial information. COMPANY shall keep all Confidential Information strictly confidential in accordance with the provisions of this Agreement and shall only use such Confidential Information for the purpose of sales activities ("Permitted Use").



• Subject to the exceptions set forth in this Agreement, COMPANY shall not (a) disclose to any third party the fact that C4C has provided any of the Confidential Information to it; (b) disclose to any third party any part or all of the Confidential Information; (c) permit any third party to have access to the Confidential Information; or (d) use the Confidential Information for any purpose other than the Permitted Use.



• COMPANY may, however, disclose the Confidential Information, as necessary, only to those of their, employees, contractors or representatives who may reasonably need to know the same for the Permitted Use or to make decisions or render professional advice in connection therewith, however only after such contractor, representative, or other third party has been informed and is bound by the obligations set forth in this Agreement or at least on terms not less favourable to C4C. Without limiting the generality of the foregoing, COMPANY will safeguard all Confidential Information, in the same manner as or as directed by C4C and will indemnify C4C against its failure to adequately procure such third party confidentiality obligations as contained within this Clause 3



• The obligations of COMPANY contained herein will not
  apply to:
  1. Information that is now in, or hereafter enters, the public domain without a breach of this Agreement by it or its representatives.
  2. Information known to it prior to the time of disclosure by C4C or, now and hereafter, completely independently developed by employees of COMPANY without the aid, reference to, application or use of the Confidential Information.
  3. Information that is obtained, after the date hereof, by it from any third party that is lawfully in the possession of such information, but only if such disclosure of information to it does not violate any contractual or legal obligation to C4C on the part of such third party or does not breach a confidential relationship of such third party to C4C.
  4. Information required or requested to be disclosed by court order, subpoena, data request or other legal process or by applicable regulatory authorities. In such event COMPANY shall immediately provide C4C with detailed written notice of any such request or requirement so that C4C may seek a protective order or other appropriate remedy.



• C4C shall not be deemed to make or have made any representation or warranty as to the accuracy or completeness of the Confidential Information or any part thereof.



• All Confidential Information shall remain the property of C4C and COMPANY has and will have no proprietary or other interest therein. Nothing contained in this Agreement shall be deemed to grant a license, or shall obligate C4C to grant to COMPANY a license or any other rights to the Confidential Information, patents, trademarks, copyrights or trade secrets, or other intellectual property rights of C4C.



• COMPANY shall, at C4C’s request, return or destroy all Confidential Information and any copies thereof, whether electronic or other medium provided by C4C pursuant to this Agreement, within fifteen (15) days of written notice.



• C4C may use, free of charge any improvement, invention, mask work, idea or know-how that is conceived, learned or reduced to practice under this Agreement in respect the Confidential Information.



• The obligations of the parties will be binding upon and inure to the benefit of their respective successors and assigns.



• This Agreement may be amended or modified only upon written approval by C4C.



• This Agreement shall be governed by the substantive law of the Netherlands. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Utrecht, which rules are deemed to be incorporated by reference in this clause. The language of the arbitration shall be Dutch.

IN WITNESS WEREOF this Agreement was executed by duly authorised representatives.