This is an Agreement between Service Estimator and Service Estimator Users. It is recognized that it may be desirable for Users to provide Service Estimator with specific proprietary information for the purpose of Service Estimator's calculation of service agreements, manpower planning, tasking and scheduling. With respect to such information Service Estimator agrees as follows:

(1) "Proprietary Information" shall be defined as and not limited to any and all of the following information specifically attached to or associated with a Specific User or User Account, (a) engineering plans, equipment surveys or lists, (b) maintenance agreements or service contracts, (c) user names, passwords, (d) labor rates, labor and material markups, (e) maintenance frequencies and associated information (f) addresses, telephone numbers, email addresses, websites or contact information in any other form;

(2) In order for Proprietary Information specifically attached to or associated with a Specific User to be disclosed by Service Estimator in accordance with this Non-Disclosure Agreement, approval must be: (a) in writing from the User; and (b) delivered to Service Estimator by electronic mail, postal or courier service, or facsimile by the User.

(3) Where the Proprietary Information has not been or cannot be, specifically attached to, or associated to a single User, Service Estimator may in good faith provide the information as a compilation of data for sales, marketing, or other business activities.

(4) Service Estimator covenants and agrees that it will take reasonable care to prevent the disclosure to any person or persons outside Service Estimator or to any unauthorized person or persons within the Service Estimator organization any and all Proprietary Information which is received from Users.  However, Service Estimator shall not be liable for disclosure of such information if any or all of such information:

• Was in the public domain at the time it was disclosed, or
• Becomes part of the public domain without breach of this Agreement, or
• Is disclosed with the written approval of the User, or
• Is disclosed after ten (10) years from Service Estimator's receipt of the information, or
• Is or was disclosed by the User to a third party without restriction, or
• Is disclosed pursuant to the provisions of a court order.

As between the parties hereto, the provisions of this Agreement shall supersede the provisions of any inconsistent information or Agreements.

Any Protected Information provided by the User to Service Estimator shall be used only in furtherance of the purposes described in this Agreement, and shall be, upon request at any time, returned to the User. Service Estimator may discard or destroy any protected information three years after receiving it, provided User has not requested Service Estimator to return the information before that time and the User is no longer in need of the information.

(5) The standard of care for protecting Proprietary Information imposed on Service Estimator will be that degree of care Service Estimator uses to prevent disclosure, publication or dissemination of its own Proprietary Information.

(6) This Non-Disclosure Agreement contains the entire agreement relative to the protection of information to be provided to Service Estimator by the User, and supersedes all prior or contemporaneous oral or written understandings or arguments regarding this issue. This Non-Disclosure Agreement shall not be modified or amended, except in a written instrument.  Any changes will not take effect prior to a 30 day period following the date of posting, during which time any User may request to be eliminated from the Disclosure and or cancel the service provided by Service Estimator.

(7) The effective date of this Non-Disclosure Agreement shall be the date upon which the User signs up for Service Estimator's service.

(8) This Non-Disclosure Agreement may not be assigned or otherwise transferred by Service Estimator in whole or in part without expressly informing the User prior to the Disclosure.

(9) Under no circumstances, including negligence, shall Service Estimator be liable for any indirect, incidental, consequential, punitive or special damages for any breach of this agreement, even if Service Estimator has been advised of the possibility of such damages.