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8649-1 User Agreement for Goodrich Internet Site

By Bobby Peters,2014-07-15 19:34
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8649-1 User Agreement for Goodrich Internet Site

Goodrich Aerostructures

    USER AGREEMENT FOR GOODRICH INTERNET SITE

    This Agreement (the “Agreement”) is effective as of Date of agreement (the

    “Effective Date”) by and between Rohr, Inc., a California corporation having a principal office and place of

    business at 850 Lagoon Drive, Chula Vista, California (a wholly owned subsidiary of Goodrich Corporation and doing business as Goodrich Aerostructures Group; hereinafter, “Goodrich”) and

    full legal company name

    , a State of incorporation corporation having a principal office and place

    of business at:

    Mailing address (“Company”).

    Whereas, Goodrich operates a private online communication system at

    http://materiel.goodrich.com relating to its products and services, for use by its employees and

    authorized suppliers, contractors and third parties.

    Whereas, Company wishes to access the Site for the limited purposes of obtaining certain of Goodrich’s information for providing products and services to Goodrich.

    Whereas, Goodrich is willing to grant Company the right to access the Site and use the information contained therein (including but not limited to specifications, drawings, designs, reports, analyses, and data; collectively, the “Information”) to provide products and services to Goodrich.

    In consideration of the foregoing premises, Goodrich and Company (referred to individually as a “Party” or collectively as the “Parties”) agree as follows:

    1. Goodrich grants to Company a nonexclusive and nontransferable right to access the Site and to use the Information, solely to provide products and/or services to Goodrich or its written designees, subject to the terms and conditions set forth in this Agreement and in the Site Policies (as defined below), as may be revised from time to time by Goodrich. The rights to access and use Information granted by this paragraph 1 are limited solely to that Information actually needed by Company to provide goods and/or services to Goodrich under an existing purchase order or other contract with Goodrich. Company shall not edit, revise or alter in any way the Site or the Information.

    2. During the term of this Agreement, Goodrich may issue policies, terms and conditions (“Site Policies”) that supplement, modify, or supersede the terms and conditions set forth herein and relate to the Company’s use of the Site. Site Policies shall be posted on the Site, and Company agrees that its use of the Site constitutes notice of, and acceptance of, such Site Policies.

    3. Company’s access to the Site shall be through the use of a secure internet connection provided by Company, and a password or similar security code (the “Password”), provided by Goodrich. Company agrees that the Password is confidential and proprietary to Goodrich, and shall be used only for the purposes contemplated by this Agreement. Company shall establish suitable and sufficient procedures to insure that only those of its employees having a need to know the Information shall access the Site. Each such employee will be provided a unique Password by Goodrich promptly after the Effective Date.

    4. Company hereby declares that the employee(s) identified on Attachment 1 hereto have a need to know to use the Site and the Information. Company shall inform each such employee of the provisions of this Agreement, and the obligations set forth herein. Company shall promptly notify Goodrich when any employee to whom a Password is provided ceases having a need to know, (including, without limitation, termination of employment of such employee with Company) at which time Goodrich will terminate their Password.

    5. Use of the Site shall require Company to have certain computer software and hardware, and a secure internet connection. Company shall be solely and exclusively responsible for all costs associated with obtaining and maintaining such software and hardware, and internet access.

IMPORTANT NOTE: PAGE 2 SIGNATURE BLOCKS MUST BE SIGNED AND ALL PAGES IN DOCUMENT RETURNED TO: GOODRICH AEROSTRUCTURES, 850 LAGOON DRIVE CHULA VISTA, CA 91910-2098, C/O SUPPLY CHAIN Q.A. MAIL ZONE 107D.

    EMAILED OR FAX COPIES WILL NOT BE ACCEPTED.

    FORM NO. E8649-1 Page 1 of 3

    6. As between Goodrich and Company, Goodrich shall be the exclusive owner of the Site, and all Information on the Site is confidential and proprietary to Goodrich. Company shall hold the Information in confidence and use it only to provide goods and services to Goodrich or its written designees. The Information shall not be disclosed to or used for any third party without Goodrich’s prior

    written consent.

    7. From time to time during the term of this Agreement, Goodrich may audit Company’s use of the Site and the Information. Company hereby consents to Goodrich monitoring Company’s (and Company’s employees’) use of the Passwords, the Site, the Information, and any other activities relating thereto. Company further agrees to promptly notify Goodrich of all known or suspected improper uses of the Passwords, the Site or the Information.

    8. Company’s ability to access the Site shall terminate automatically, and without notice to Company, when Company is no longer providing goods or services to Goodrich, or on Company’s breach of any provision of this Agreement, or for Goodrich’s convenience. Company’s obligation of confidentiality with respect to the Password and the Information are unlimited in time and geographic area.

    9. GOODRICH SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL,

    CONSEQUENTIAL OR INCIDENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES

    FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF

    PRIVACY, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO

    USE THE SITE OR THE INFORMATION, WHICH ARE PROVIDED “AS IS” AND WITHOUT ANY

    WARRANTY OF ANY KIND. COMPANY SHALL INDEMNIFY AND HOLD GOODRICH, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AFFILIATES HARMLESS FROM ALL CLAIMS, DEMANDS,

    DAMAGES AND CAUSES OF ACTION ARISING OUT OF THIS AGREEMENT.

    10. This Agreement shall be governed by the laws of this State of California, without reference to its conflict of laws provisions.

    11. When Company has completed its use of the Information for Goodrich, it shall destroy all copies of the same by shredding or burning, and if requested provide a written certificate of destruction to Goodrich.

    12. Company shall comply with the provisions of the International Traffic in Arms Regulations (ITAR) and the Export Administration Act.

    13 This Agreement may not be assigned by Company to any other party without Goodrich’s

    prior written consent.

    14. This Agreement constitutes the entire Agreement between the Company and Goodrich pertaining to the Site and the Information. It supplements any purchase order or other agreement relating to goods or services provided by the Company for Goodrich.

    In witness hereof, the parties have executed this Agreement by their duly authorized representatives.

Rohr, Inc. Company Name:

By By

    (Signature Mandatory) (Signature Mandatory)

    Typed Name Typed Name

    Title Title

    Date Date

    IMPORTANT NOTE: PAGE 2 SIGNATURE BLOCKS MUST BE SIGNED AND ALL PAGES IN DOCUMENT RETURNED TO: GOODRICH AEROSTRUCTURES, 850 LAGOON DRIVE CHULA VISTA, CA 91910-2098, C/O SUPPLY CHAIN Q.A. MAIL ZONE 107D.

    EMAILED OR FAX COPIES WILL NOT BE ACCEPTED.

    FORM NO. E8649-1 Page 2 of 3

    Attachment 1

    Employees of Company Who Have a Need To Know to Use the

    Goodrich Site http://materiel.goodrich.com and the Information

Name of Employee Title Telephone Number Email address

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