SUPPLIER SUPPORT

Propriety Information Agreement

This Agreement becomes effective upon your indication of “I agree” below and your subsequent entry to the site. By accessing the Proprietary Information provided herein, using the user identification code and password provided to you by MD Helicopters Inc., you acknowledge it is Proprietary Information governed in accordance with the terms and conditions set forth below.

Background

This Agreement sets forth your rights and obligations with respect to the use, handling, protection, and safeguarding of this Proprietary Information which is disclosed by MDHI to you for the purposes of bidding on a particular contract and performance of awarded contracts.

Terms & Conditions

1. Definition of Proprietary Information

All of the information contained in this site shall be considered Proprietary Information, including, but not limited to, the technical information in the form of designs, concepts, requirements, specifications, interfaces, components, processes, or the like.

2. Limited Distribution

You agree to limit access of the Proprietary Information to your employees who have a “need-to-know” the Proprietary Information for the purposes set forth above. You agree to copy Proprietary Information only as reasonably necessary for you to complete the purposes of this Agreement. Contract Labor personnel who have a need-to-know Proprietary Information for the purposes of this Agreement may have access thereto, but only if said personnel are under an obligation to hold such information in confidence under terms and conditions at least restrictive as the terms and conditions of this Agreement.

3. Disclosures to Parent Company or Wholly-Owned Subsidiaries

Notwithstanding the above, you may disclose Proprietary Information to (1) employees of your parent company or (2) employees of a wholly-owned subsidiary of your parent company or (3) employees of your wholly owned subsidiaries, having a need to know for the purpose of this Agreement, but only if said employees are under an obligation to hold such information in confidence under terms and conditions at least as restrictive as the terms and conditions of this Agreement.

4. Limitations on Use or Disclosure

For a period of twenty (20) years after receipt of Proprietary Information under this Agreement, you must hold Proprietary Information in confidence. Upon expiration of this protection period, all limitations this Agreement imposes on use or disclosure of Proprietary Information will cease. You may use Proprietary Information only during the bidding process or contract performance. You agree not to disclose Proprietary Information to any non-party during the protection period, despite any earlier termination of this Agreement.

5. Duty of Care

You agree to satisfy your obligations to protect Proprietary Information from misuse or unauthorized disclosure by exercising reasonable care. Such care will include protecting Proprietary Information using those practices that you normally use to restrict disclosure and use of your own information of like importance. You will not be liable if you accidentally disclose Proprietary Information while exercising reasonable care, provided that, upon discovery of such disclosure, you attempt to retrieve the Proprietary Information and review your practices to attempt to prevent any further accidental disclosures.

6. Exceptions to Duty

This Agreement does not restrict disclosure or use of information otherwise qualifying as Proprietary Information if you can show that any one of the following conditions exists. a. You knew the information and held it without restriction as to further disclosure when you entered this site. b. You developed the information independently. c. Another source lawfully disclosed the information to you and did not restrict you in its further use or disclosure. d. The information was already in the public domain when the Proprietary Information was disclosed to you; entered the public domain after being disclosed under this Agreement, but through no fault of yours; or became generally known, but through no fault of yours. e. The information was ascertained by proper means other than disclosure under this Agreement. f. The protection period has expired.

7. Disclaimer of License

Proprietary Information is and remains the property of MD Helicopters, Inc. You agree you do not receive any right or license under any patents, copyrights, trade secrets, or the like of MD Helicopters, Inc.

8. Disclaimer of Warranty

We do not warrant that your use of information you receive under this Agreement will be free from claims by nonparties for infringement or misappropriation of intellectual property rights. We do not warrant that any information we disclose is complete, accurate, free from defects, or useful for your purposes.

9. Term and Termination

This Agreement will terminate: a) upon the bid closing date, or b) upon the expiration of any contract awarded to you.

10. Return or Destroy

If a contract is not awarded to you or at the completion of any contract awarded to you, you agree to use reasonable efforts to destroy all Proprietary Information you have copied then in your possession or control. Alternatively, you may use reasonable efforts to return all such Proprietary Information and copies to us. You may not retain an archival copy of received Proprietary Information.

11. Independent Contractors

You and we are and will remain independent contractors. You will bear your own costs and expenses incurred in connection with this Agreement. This Agreement does not obligate either party to enter into a contract, subcontract, teaming agreement, joint venture, partnership, or other business relationship with the other party.

12. Precedence over Conflicting Legends

The U.S. Government sometimes requires legends or markings on information, such as classification markings or legends concerning export control under ITAR or EAR. This Agreement does not change those requirements.

13. Applicable Law

In the case of a dispute, the parties will interpret, construe, and apply this Agreement using the substantive laws of the State of Arizona, excluding from such law the rules regarding choice of law.

14. Export Control

You agree to comply with all applicable laws and regulations concerning United States export control.

15. Modification

This Agreement contains the entire understanding between the parties unless you have entered into a separate written agreement with MD Helicopters, Inc., regarding Proprietary Information and you have agreed in writing that that agreement will take precedence over this one. No modification may be made to this Agreement unless the modification is in writing and authorized representatives of both parties sign it.