| 3M Canada Company ("3M") agrees to grant the entity identified on this registration form and any 50+% owned subsidiary thereof (collectively "Firm") access to certain portions of 3M's non-public website(s) ("Extranet Site") as 3M and Firm may from time to time agree, to allow Firm to communicate and conduct commerce with 3M, subject to the following terms and conditions and all applicable laws: |
2. Extranet Site Content and Availability. 3M reserves the right to modify, delete or add content to the Extranet Site, or to terminate the Extranet Site, at any time.
3. Confidentiality. Firm may be given access to certain 3M information and data concerning 3M research and development activities, marketing, product improvements, manufacturing, price or cost data, the Security Systems and any other information specifically designated by 3M as confidential, hereinafter referred to as "Confidential Information". Such Confidential Information shall not include information which is (i) in or becomes part of the public domain other than by disclosure by Firm in violation of this Agreement; (ii) independently developed by Firm with no use of the Confidential Information provided under agreement; (iii) obtained by Firm from third parties without a duty of confidentiality; or (iv) required to be disclosed by law, statute or regulation, provided, that wherever practical Firm shall provide 3M with prior notice of such required disclosure and an opportunity to attempt to limit such disclosure. Firm agrees to: 1) not to disclose Confidential Information to any third party, 2) use the Confidential Information only for the purpose of doing business with 3M. 3M shall be entitled to injunctive relief to enforce Firm's compliance with the obligations contained in paragraph 3.1 hereof, it being understood and agreed that 3M will not have an adequate remedy at law if such obligations are not complied with.
4. Liability. While 3M will use reasonable commercial efforts to include accurate and up to date information on the Extranet Site, 3M assumes no liability or responsibility for any errors and omissions in content, and 3M shall not be liable for damages of any kind, whether direct, indirect, incidental, special, consequential, or exemplary, resulting from Firm's use or inability to use the Extranet Site. Further, 3M DISCLAIMS ALL WARRANTIES, AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO INFORMATION CONTAINED ON THE EXTRANET SITE OR THE AVAILABILITY OF ACCESS TO THE EXTRANET SITE.
5. Term and Termination. This Agreement shall become effective upon the date you click the Accept button and may be terminated by either party upon at least 30 days written notice to the other party, or immediately for cause.
6. General. This Agreement shall be governed by and construed under the laws of the Province of Ontario, Canada. The Parties hereby attorn to the jurisdiction of the courts in the Province of Ontario. Failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision nor of the right to enforce such provision.
Assignment: Firm shall not assign this Agreement without the prior written consent of 3M.