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Gilbarco Non-Disclosure Agreement
Gilbarco Non-Disclosure Agreement
Access to this area of the Gilbarco web site is restricted to Third Party Developers who are seeking specifications and information regarding Gilbarco POS systems. This information is to be used only for the express purpose of developing, maintaining, or implementing an interface between the Third Party's application and a Gilbarco POS system. This agreement discusses the terms and conditions under which Gilbarco's confidential and proprietary G-SITE POS and/or Passport POS interface specifications and related materials will be released to a Third Party Developer and how Gilbarco intends to assist the Third Party Developer in the event consultative services are needed.
If necessary, the procurement of Gilbarco test equipment, i.e., pump simulators, etc., to be used in the interface development will be addressed separately.
Terms of Release
To provide communications between either the G-SITE or Passport POS System and a Third Party Developer's personal computer via an interface engineered by the Third Party Developer, Gilbarco will release the following documents and software programs, hereinafter collectively referred to as the Confidential Specifications":
- Remote PC Interface Specification (RPCI) Documents for G-SITE
- GFTP Server application
- Passport XML Specification and Sample Data
GILBARCO DOES NOT:
- MAKE ANY REPRESENTATIONS;
- EXTEND ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,MERCHANTABILITY, INFRINGEMENT OR OTHERWISE; OR
- ASSUME ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MANUFACTURE, USE, SALE, OR OTHER DISPOSITION BY ANY THIRD PARTY DEVELOPER OR ITS CUSTOMERS OF PRODUCTS INCORPORATING OR MADE BY USE OF ANY INFORMATION UNDER THIS AGREEMENT.
These Confidential Specifications are a valuable asset. Gilbarco considers these Confidential Specifications to be proprietary and confidential. The Third Party Developer acknowledges that these Confidential Specifications are such, and further:
- Agrees not to disclose the Confidential Specifications to others, including its User(s).
- Agrees to limit the distribution of the Confidential Specifications to employees or subcontractors who have a specific "need to know", and who are obligated in writing to observe the terms of this agreement.
- Agrees not to use the Confidential Specifications except as necessary to allow communications between the Third Party Developer's products and the G-SITE AND/OR PASSPORT System, and only at its sites and internal test facilities.
- Agrees not to copy, reverse engineer, use any information in the G-SITE AND/OR PASSPORT System to develop or to aid in the development of a like product.
- Agrees not to use the Confidential Specifications for the G-SITE AND/OR PASSPORT system for any purpose other than as stated above.
- Agrees that the Confidential Specifications and any copies thereof shall remain the property of Gilbarco and shall be returned by Third Party Developer immediately upon Gilbarco's request and/or within five (5) working days if the Third Party Developer decides not to pursue the development effort.
- Agrees to bear full responsibility for the system's features and functions, including the communication with Gilbarco products in a system environment.
- Agrees to indemnify, defend, and hold Gilbarco harmless in any suit or action related to the Third Party’s use of the Confidential Specifications.,
- When a remote control device connects to the G-SITE AND/OR PASSPORT System and controls pump operation, the Third Party Developer manufacturer of the device must obtain type approval before installation of the system can be made in any state jurisdiction.
- Gilbarco products are UL listed for use in their appropriate environment and installation instructions identify specific peripheral equipment which is UL listed, per Standard 1238, as approved for installation with the specified product. It is Third Party Developer's responsibility to obtain UL listing for the use of any other equipment.
- Agrees that the release of the interface Confidential Specification(s) means that responsibility for developing, testing, debugging, and implementing the application software rests with Third Party Developer.
- Agrees that the disclosure of the Confidential Specifications to the Third Party Developer shall not be construed as granting any rights whether expressed or implied by license or otherwise on the matters, inventions, or discoveries to which such Confidential Specifications pertain, or any copyright, trademark, trade secret rights. Gilbarco retains all property rights and title to any information or data disclosed under this Agreement.
- Agrees that this Agreement shall be interpreted and the rights of the parties determined under the laws of the State of North Carolina without regard to its conflicts of laws principles, and both Parties further consent to jurisdiction by the state and federal courts sitting in the State of North Carolina.
- If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- This Agreement will inure to the benefit of and be binding upon the Parties, their successors and assigns.
- All obligations created by this Agreement shall survive change or termination of the parties' business relationship or this Agreement.
Exceptions to Release Terms
These obligations shall not apply to information that the Third Party Developer can demonstrate is:
- is or becomes publicly known through no act in breach of this Agreement by the Third Party Developer;
- is or has been received from a third party by the Third Party Developer without restriction and without breach of this Agreement;
- is or has been furnished to a third party by Gilbarco without similar restrictions to those contained in this Agreement on the third party's rights;
- is approved for release by authorization of Gilbarco;
- has been or is published without violation of this Agreement; or
- is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized government agency provided Gilbarco receives adequate notice to allow it to request a protective order and the Third Party Developer reasonably cooperates with Gilbarco’s efforts to receive a protective order.
Off-Site Consultation
Gilbarco can also provide consultation services at your site on a time and materials fee basis.
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