Non-Disclosure Agreement printable pdf download

VENDOR/SUPPLIER

NON-DISCLOSURE AGREEMENT

This Vendor/Supplier Non-disclosure Agreement (“Agreement”) is made and entered into as of

, 20

, by and between

, a

, the principal address of which is

(“Recipient”) and Oceaneering International, Inc., a Delaware corporation, the principal address of

which is 11911 FM 529, Houston, Texas 77041, USA (“Oceaneering”).

It is the intention of the parties to this Agreement to facilitate discussions regarding possible

transactions between the parties by the protection from unauthorized disclosure or use of the

Confidential Information (defined below). Therefore, the parties agree as follows:

1. For the purposes of this Agreement, “Confidential Information” shall mean any information

disclosed by Oceaneering, whether in writing, orally, visually or otherwise, including but not limited

to business plans, contractual, engineering, financial, sales, marketing and operational information,

product specifications, technical data, trade secrets, know-how, ideas and concepts of Oceaneering

or third parties. Confidential Information excludes, however, information which: (i) is or becomes

known or available to Recipient without restriction from a source other than Oceaneering with a

legal right to disclose the same to Recipient; (ii) is, or without violating the terms of this Agreement

becomes, generally available to the public; or (iii) is developed by Recipient independently of the

information disclosed hereunder.

2. With respect to all Confidential Information disclosed hereunder, Recipient agrees that from and

after the date of this Agreement, Recipient shall not:

a. use the Confidential Information except for purposes of its business relationship with

Oceaneering (the “Authorized Purpose”); or

b. disclose the Confidential Information to any third party except: (i) for directors, officers,

managers, employees, consultants, contractors and professional advisors of Recipient

(collectively its “Representatives”) who need to know the Confidential Information for the

Authorized Purpose and who are subject to an existing obligation to, or enter into an agreement

with, Recipient not to disclose Confidential Information; and (ii) as may be authorized in writing

in advance by an officer of Oceaneering.

3. Recipient shall require its Representatives who receive any Confidential Information to comply with

the terms and conditions of this Agreement and Recipient shall be responsible for their compliance

herewith. Recipient shall use at least the same degree of care to protect the confidentiality and

ensure the proper use of the Confidential Information as Recipient uses with respect to its

information of a similar kind or nature, but in no event less than reasonable care.

4. Oceaneering grants no rights in or to the Confidential Information. All Confidential Information

shall remain the sole property of Oceaneering.

5. No contract or agreement providing for any transaction or any commitment to enter into a

transaction shall be deemed to exist by reason of this Agreement.

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Rev. 2009-04-30

Non-Disclosure Agreement