Minnesota Mining & Manufacturing Company ("3M") agrees to grant the entity identified on this registration form and any 50+% owned subsidiary thereof (collectively "Accessor") access to certain portions of 3M's non-public website(s) ( "Extranet Site") as 3M and Accessor may from time to time agree, to allow Accessor to communicate and conduct commerce with 3M, subject to the following terms and conditions and all applicable laws:
1. Extranet Site Access and Usage. Access to all or portions of the Extranet Site may be limited by various passwords, digital certificates or other security techniques (collectively, "Security Systems") which will be made available to Accessor by 3M. Accessor will maintain these techniques in confidence, and carefully control access to them. To the extent these Security Systems require identification of specific people or systems which will be accessing the Extranet Site on Accessor's behalf, Accessor agrees to advise 3M promptly if there is any change in the list of people or systems who have such authority to access the systems on Accessor's behalf.
Accessor agrees that 3M may conclusively assume that any party (other than 3M) accessing the Extranet Site using these Security Systems is acting on the authority of Accessor. Accessor further agrees and acknowledges that it is solely responsible for access to, and use or misuse of, the Extranet Site via these Security Systems. Usage of the Extranet Site by Accessor is governed by the terms and conditions of this Agreement 3Mâs "Legal Information" at
http://www.3m.com/3M/en_US/company-us/legal-information/ and 3M's "Privacy Policy", at
http://www.3m.com/3M/en_US/company-us/privacy-policy/.
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. Accessor 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 Accessor in violation of this Agreement; (ii) independently developed by Accessor with no use of the Confidential Information provided under agreement; (iii) obtained by Accessor from third parties without a duty of confidentiality; or (iv) required to be disclosed by law, statute or regulation, provided, that wherever practical Accessor shall provide 3M with prior notice of such required disclosure and an opportunity to attempt to limit such disclosure. Accessor 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 Accessor'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, consequential, or exemplary, resulting from Accessor's use or inability to use the Extranet Site. Further, 3M DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES 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 Effective Date 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 State of Minnesota in the United States of America. 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.
