All

Parts Information

D13a

PIWIS III Tester Purchase Agreement for Independent
Repair Facilities (IRFs)
Attention:

13

Binder - Parts Bulletins, Group 12-15
Supersedes bulletin dated 10/7/20.

Parts Managers / Service Managers / General Managers

Porsche Cars North America is pleased to offer the PIWIS III Tester and certain support aspects for sale to
Independent Repair Facilities (IRFs) through your dealership Parts Department.
1. This bulletin contains the PIWIS III IRF Agreement, beginning on page 2. The PIWIS IRF
Acknowledgment Form is found on page 16 of the Agreement. This bulletin also contains the agreement
between the Porsche Dealer and PCNA, starting on page 19. Please examine the prices and product details
in the agreement closely, as they differ from details in the PIWIS III package distributed to Porsche dealers. The IRF
package includes Tester Hardware, Diagnostic software and Guided Fault Finding software only.
2. Be sure to fill out all lines requiring name, signature, address and other pertinent information as indicated in the PIWIS
III IRF Agreement and the PIWIS IRF Acknowledgment Form.
3. Dealership sends signed, executed agreement to PCNA AfterSales PIWIS Tester Support (Nick Rose). We will
in turn sign the Agreement on pages 19-25 and return a copy to you as acknowledgment of your order and for retention
in your records. Be sure to also send a copy of the Acknowledgment Form found on page 16 of the Agreement.
4. Receipt of the PIWIS III IRF Agreement by PCNA AfterSales constitutes the Parts Order for the PIWIS III IRF
Tester, Software, etc. indicated in the following pages. The PIWIS III IRF Tester, Software, etc. cannot be ordered through
normal parts channels by part number. Part numbers for these items are for internal reference only.
5. Important Note: PCNA will automatically bill the servicing Porsche dealer yearly for the PIWIS III
Tester support fee as well as the Guided Fault Finding (GFF) licensing fee. The dealer bills the IRF for one year’s
support & GFF at the time of sale, and then annually thereafter, on the date when the IRF renews their annual support &
GFF subscription.
6. The dealership will be responsible to collect the PIWIS III tester support fee as well as the Guided Fault Finding (GFF)
licensing fee. Collect this fee as a lump sum at the time of sale and each time the purchasing IRF renews their
annual support subscription.
7. All charges indicated are Annual Recurring Charges beginning CY2021, and/or IRF’s anniversary of Agreement date–
whichever occurs first.

Please inform your Parts and Service department personnel. (See Parts Bulletin Group 13 D13 for important details.)
Thank you for your business and your support of this program.
Porsche Cars North America AfterSales

Dr. Ing. h.c. F. Porsche AG is the owner of numerous trademarks, both registered and unregistered, including without limitation the Porsche Crest®, Porsche®, Boxster®,
Carrera®, Cayenne®, Cayman®, Macan®, Panamera®, Taycan®, PCM™, PDK®, 911®,718®, 4S®, RS® and the model numbers and distinctive shapes of the Porsche
automobiles such as, the federally registered 911 and Boxster automobiles. The third party trademarks contained herein are the properties of their respective owners. Porsche
Cars North America, Inc. and its affiliates believe the specifications to be correct at the time of printing. However, specifications, standard equipment and options are subject to
change without notice. Some options may be unavailable when any particular car is built. Some vehicles may be shown with equipment that is not available in the US or Canada.
Please ask your authorized Porsche dealer for advice concerning the current availability of options and verify the optional equipment that you ordered. Porsche recommends
seat belt usage and observance of traffic laws at all times.
©2021 Porsche Cars North America, Inc.

AfterSales

January 11, 2021
Page 1 of 25

PIWIS III Hardware Purchase, Software License, and Access Agreement
This PIWIS III Hardware Purchase, Software License, and Access Agreement (“Agreement”) is entered into as of
(Effective Month/Day/Year):________________________>> (“Effective Date”), between:
(Porsche Dealer Entity Full Name):___________________________________________________("Dealer"), and
(IRF Full Legal Name):_______________________________________________________________________,
a/an (IRF Charter State):__________________________ (IRF Entity Type)______________________________
(“Independent Repair Facility”).
In consideration of the mutual promises made herein, and for other good and valuable consideration, the parties
hereby agree as follows:
1.

Background.
1.1.
Porsche Cars North America (PCNA) imports Porsche® brand automobiles and replacement parts
into North America for distribution and resale through its authorized Dealer network (collectively, the
“Dealerships”).
1.2.
PCNA has developed a diagnostic information system commonly referred to as the “Porsche
Integrated Workshop Information System” (“PIWIS”) for use by Dealerships and Independent Repair
Facilities, which will be implemented in stages to be determined by PCNA.
1.3.
Independent Repair Facility is an independent auto repair shop located in the United States of
America or its territories (“USA”) or Canada that seeks access to PIWIS in connection with the repair and
service of Porsche® series-production cars (including model series no longer produced) and related parts.
1.4.

2.

PIWIS is now in its second phase, referred to hereafter as “PIWIS III.”

Subject of this Agreement.
2.1.
Dealer shall provide Independent Repair Facility with the PIWIS III Tester package, which is
comprised of the following: the PIWIS III Tester hardware (“Hardware”) and related software (“Software”)
described in the system specification attached as Appendix 1 (the “System Specification”) for the sole
purpose of operating the PIWIS III Tester.
2.2.
PCNA shall sell the Hardware to Independent Repair Facility through the Dealer, who shall
provide billing, installation, and support services for the PIWIS III Tester setup at the time of purchase as
set forth on the System Specification.

DEALER – IRF - PIWIS Hardware Purchase, Software License, and Access Agreement, page 1 of 15

2.3.
PCNA shall grant Independent Repair Facility a renewable one (1) year license to use the Software
for use in operating the PIWIS III Tester.
2.4.
The Hardware and Software are an integrated system provided to Independent Repair Facility
solely for the use specified in this Agreement and in the System Specification.
2.5.
PCNA shall grant Independent Repair Facility a non-exclusive, non-transferable license to use the
Software for its internal use only on the terms set forth in Article 7. PCNA shall retain all rights of
ownership in the Software and the data contained therein.
2.6.
Independent Repair Facility shall pay the annual license fee set forth in Appendix 3 for use of the
Software on the terms set forth in Article 13.
2.7.
Purchase of the PIWIS III Tester by the Independent Repair Facility (IRF) entitles the purchasing IRF to
all updates within the annual scope of their current PIWIS III subscription, up to and including the purchase
anniversary date. If however the Independent Repair Facility fails to renew its PIWIS III license, all online
updates for the PIWIS III Tester will cease being transmitted on the day after the subscription ends and the
PIWIS III Tester will become non-functional for any purpose. Cessation of functionality can and will occur at
any time from the first day to the 90th day from the last update.
2.8.
In cases where an IRF allows its PIWIS III Tester subscription to lapse, a grace period of seven
calendar days will ensue dating from the day immediately following the PIWIS III Tester purchase date
anniversary, during which time the IRF will be allowed to renew its PIWIS III Tester subscription without
penalty. If the purchasing IRF does not renew its subscription by close of the seventh day after its
subscription anniversary date and then requires restarting of its subscription, a fee of $2000 payable to
the Dealer is required for renewal of the IRF’s PIWIS III License. This fee covers the cost of updating and
restoring the PIWIS III Tester to functional condition. Until this fee is paid, neither PCNA nor its authorized
dealer(s) will be responsible in such cases for restoration and update of the IRF’s PIWIS III Tester.
3.

Sale of Hardware for PIWIS III Tester.
3.1.

PCNA shall through the Dealer sell and deliver the Hardware to Independent Repair Facility in

accordance with the conditions set forth in the System Specification for the PIWIS III Tester and system
operating instructions.
3.2.

Payment terms are set forth in Section 13.

3.3.

Title to the Hardware shall remain with PCNA until all payments by Independent Repair Facility in

accordance with Section 13 have been made in full, and, until such time, Independent Repair Facility may
not resell, lease, or otherwise dispose of the Hardware.
4.

Delivery of Hardware for PIWIS III Tester.
4.1.

Upon execution and return of this Agreement, PCNA shall through the Dealer deliver the PIWIS III

Tester to Independent Repair Facility in the USA or Canada, on the date listed in the System Specification.

DEALER – IRF - PIWIS Hardware Purchase, Software License, and Access Agreement, page 2 of 15

4.2.
The PIWIS III Tester will be placed by the Independent Repair Facility in an area that meets PCNA
operating standards.
4.3.
Before Independent Repair Facility uses the PIWIS III Tester, PCNA shall assign an operation
number to the PIWIS IIII Tester unique to Independent Repair Facility, which will identify Porsche® brand
cars diagnoses performed by Independent Repair Facility.
4.4.
Unless otherwise agreed, no other services except those set forth in the System Specification will
be provided.
4.5.
The Hardware is sold for Independent Repair Facility’s exclusive, internal use at the USA or
Canadian location set forth in the System Specification. Independent Repair Facility may use the Hardware
at another location in the USA or Canada. Independent Repair Facility shall not assign, license, lease, loan,
sell, or otherwise transfer the Hardware to any third party that is not an Independent Repair Facility
located in the USA or Canada, which would use the Hardware at such third party’s USA or Canadian
facility. Any attempted assignment, license, lease, loan, sale, or transfer of the Hardware by Independent
Repair Facility in violation of this Section shall be void.
5.

Services for the PIWIS III Tester.
5.1.
The Dealer shall maintain and service the PIWIS III Tester for Independent Repair Facility in
exchange for payment of the fees set forth in Appendix 3.
5.2.

In exchange for the service fees, the Dealer shall:
5.2.1. replace a defective PIWIS III Tester within three (10) business days after receipt of
written notice that the PIWIS III Tester is defective;
5.2.2. maintain this exchange service until a subsequent PIWIS III Tester model is introduced;
5.2.3. provide service support and answer questions relating only to the setup and initial
operation of the PIWIS III Tester, Monday through Friday (except holidays) between 8:00 a.m. and
6:00 p.m. Eastern Time; and
5.2.4. deliver hardware extensions necessary to diagnose Porsche® brand cars at no additional
cost, as part of the annual subscription, so long as the Independent Repair Facility’s annual
subscription to PIWIS is current. PCNA will not provide hardware updates to former subscribers
whose subscriptions have expired and are not currently renewed. PCNA reserves the right to
provide all hardware updates only to those subscribers who keep their subscriptions current.

5.3.
Before an authorized assignment, license, lease, loan, sale, or other transfer of the PIWIS III
Tester to a third party in conformance with this Agreement (including the restrictions on transfer under
Section 4.5), Independent Repair Facility shall return the PIWIS III Tester to the Dealer, along with the
transferee’s name and address, for use in reprogramming the associated PIWIS III Tester operation
number. The IRF agrees to reimburse the Dealer for all fees associated with reprogramming and
restoring functionality of the PIWIS III Tester in question.
6.

Delivery of the Software.
6.1.
The Dealer shall deliver the Software with the PIWIS III Tester, which shall include information
previous OBD vehicles where applicable.

DEALER – IRF - PIWIS Hardware Purchase, Software License, and Access Agreement, page 3 of 15

6.2.
The Dealer shall provide Independent Repair Facility with updates, upgrades, and subsequent
versions of the Software as soon as PCNA has generally released them for service. PCNA, at its own
discretion, may elect to make available such updates, upgrades, and subsequent versions of Software
by means of online data transfer, CD-ROM or DVD.
6.3.
Before delivery to Independent Repair Facility, PCNA shall at its expense test the PIWIS III Tester
for defects as described in the System Specification.
7.

Grant and Scope of Software License.
7.1.

The Software is provided for Independent Repair Facility’s exclusive, internal use at the USA or

Canadian location set forth in the System Specification. Independent Repair Facility may use the Software
at another location in the USA or Canada. Independent Repair Facility shall not assign, license, lease, loan,
sell, or otherwise transfer the Software to any third party. Any attempted assignment, license, lease, loan,
sale, or transfer of the Software by Independent Repair Facility shall be void.
7.2.

Software may only be used in the USA or Canada to repair and service Porsche® brand sports

cars and Porsche® brand Cayenne sport utility vehicles. Independent Repair Facility may not use the
Software to manipulate the vehicle data stored in any of these vehicles’ ECU’s during manufacture (i.e.,
may not change the vehicle characteristics or data).
7.3.

Software may only be used on the PIWIS III Tester with the serial number listed in the System

Specification. Hardware and Software are provided jointly and must be used together.
7.4.

Independent Repair Facility may run the Software, but may not make copies. No back-up copies of

the Software or related instruction manual are permitted; provided, however, at Independent Repair
Facility’s request, PCNA shall supply one (1) back-up copy, if necessary and applicable.
7.5.

Independent Repair Facility shall not amend, modify, or adapt the Software; provided, however,

modification is allowed to correct a Software error which PCNA has knowledge of and fails to correct
within sixty (60) days after Independent Repair Facility makes written demand to correct or PCNA refuses
to correct the error.
7.6.

Copyright notice, serial numbers, and other features that identify the PIWIS III Tester and the

Software may not be removed or changed in any manner whatsoever.
7.7.

Decompilation of the Software is not permitted.

7.8.

Except for the maintenance support services set forth in the System Specification, PCNA AND

THE DEALER MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE
PIWIS III TESTER, SOFTWARE, PIWIS, OR PIWIS DATA.
8.

Modification of PIWIS III Tester and Updates.

DEALER – IRF - PIWIS Hardware Purchase, Software License, and Access Agreement, page 4 of 15

8.

Modification of PIWIS III Tester and Updates.
8.1.
PCNA or the Dealer may modify the PIWIS III Tester at its discretion, provided such modification
is intended to maintain or improve the PIWIS III Tester. For reasons of safety and security, Independent
Repair Facility must always use the latest Software version.
8.2.
The Dealer shall provide Independent Repair Facility with Software updates as soon as these are
ready for delivery. Independent Repair Facility agrees to accept and install such updates at Independent
Repair Facility’s expense.
8.3.
The Dealer may replace the PIWIS III Tester at any time with another test system corresponding
to the technical requirements of Porsche® vehicle models at Independent Repair Facility’s expense.

9.
PIWIS Technical Details and Service Levels. PCNA shall provide Independent Repair Facility via the
selling Dealer in reasonable time the technical details and the service levels in listed in Appendix 2.
10.

Grant of PIWIS III Tester License.
10.1. PCNA hereby grants Independent Repair Facility a license to use and access the PIWIS Software
at the licensed Independent Repair Facility site in the USA or Canada set forth in the System Specification.
10.2. Independent Repair Facility may print out individual items of information obtained from the PIWIS
Software for Independent Repair Facility’s internal use only and if provided with access.
10.3. Independent Repair Facility may not reproduce the information, or offer, distribute, or otherwise
transfer such information to a third party, whether contained in computer print outs, screenshots, or
copied in file form.

11.

Duties of Independent Repair Facility to Cooperate.
11.1. Independent Repair Facility is responsible for the security, control, and overall usage of the
Software and PIWIS III Tester, and seeing that its employees, contractors, and agents having access to
the PIWIS III Tester and Software are trained in the proper operation of the system, use the PIWIS III
Tester and Software only for the intended purpose and in the intended manner, and operate the PIWIS III
Tester and Software with all due care. As part of this obligation, Independent Repair Facility shall:
11.1.1. upon request, provide all necessary documents and information regarding the computer
systems, equipment, software, and software components, which will be used in conjunction with
the PIWIS III Tester and Software;
11.1.2. document in comprehensible form the errors in provided services, which are ascertained
during setup test or normal setup operations and inform PCNA thereof without undue delay;
11.1.3. provide, at its own cost, systems, installations, and suitably qualified personnel as
required to enable provision of the services;
11.1.4. make available adequate work premises for PCNA or Dealership employees, contractors,
and representatives, if required; and
11.1.5. perform all third party-licensed software and hardware recommended system
maintenance services (operating system, etc.).
11.2. Independent Repair Facility shall correct all errors, either itself or in conjunction with the
respective software supplier, contained in third party software products used in conjunction with PIWIS.

DEALER – IRF - PIWIS Hardware Purchase, Software License, and Access Agreement, page 5 of 15

11.3. Independent Repair Facility shall be responsible for the security, control, and overall usage of the
Software and PIWIS III Tester and related material used by its personnel. Independent Repair Facility shall
exercise reasonable care in safeguarding such Software, data, and material to guarantee the security of
its systems (hardware and software) and data.
11.4. The duties of cooperation specified in this Section 11 are essential contractual duties. If
Independent Repair Facility is in breach of any of these duties or other duties of cooperation for which it is
responsible, PCNA and the Dealer’s duty to provide those services, which cannot be provided without
such cooperation (or not without disproportionate expense) for the period of breach shall be suspended.
12.

Duties of Independent Repair Facility.
12.1. Independent Repair Facility shall assign at least one (1) duly qualified full time employee who has
a comprehensive knowledge of the PIWIS III Tester and Software.
12.2. Independent Repair Facility shall promptly report all defects and technical faults in the PIWIS III
Tester and Software to the selling Dealer. Independent Repair Facility shall report in writing the nature,
extent, and effect of the defects in as much detail as possible. Independent Repair Facility shall take into
account the information provided by the selling Dealer relating to problem analysis in as far as can be
reasonably expected and shall forward to the selling Dealer all information which it has and which is
required to remedy the fault.

13.

Payment.
13.1. Upon delivery of the PIWIS III Tester to Independent Repair Facility, Independent Repair Facility
shall pay the following sums to the selling Dealership:
13.1.1. The PIWIS III Tester Hardware purchase price as set forth in Appendix 3;
13.1.2. The first contract year’s Annual Maintenance and Support Fee as set forth in
Appendix 3;
13.1.3. The first contract year’s Annual Guided Fault Finding (“GFF”) Software Program License
Fee as set forth in Appendix 3; and
13.1.4. All applicable taxes and shipping charges as set forth in Appendix 3 (and other taxes as
otherwise may be imposed).
13.2. The Dealer shall be entitled to increase the Annual Maintenance and Support Fee and the Annual
Guided Fault Finding (“GFF”) Software Program License Fee due for any subsequent contract year upon
providing sixty (60) days’ notice before the end of a contract year.
13.3. The Annual Maintenance and Support Fee and the Annual Guided Fault Finding (“GFF”) Software
Program License Fee for each subsequent contract year shall be due and payable by Independent Repair
Facility to the selling Dealership before the commencement of such subsequent contract year.
13.4. All amounts listed in Appendix 3 are expressed in USA or Canadian dollars as shown therein.
Regardless of whether they are listed in full in Appendix 3, Independent Repair Facility shall be
responsible for payment of all applicable taxes (i.e., other than on PCNA or the Dealer’s income).

DEALER – IRF - PIWIS Hardware Purchase, Software License, and Access Agreement, page 6 of 15

13.5. Technical advice and assistance in the event of requests relating to initial setup functionalities of
PIWIS are covered by the first contract year’s Annual Maintenance and Support Fee and the first contract
year’s Annual Guided Fault Finding (“GFF”) Software Program License Fee. After completion of the initial
setup, the selling Dealer is responsible for providing technical support to Independent Repair Facility.
14.

Rights in the Event of Defects.

14.1.

PCNA warrants delivery of the PIWIS III Tester and the appropriate professional performance of the

associated Software are free of defects in materials and workmanship. All qualities of the services owed by PCNA
or the Dealer shall be conclusively defined by these contractual conditions. Only significant defects shall be
regarded as defects within the meaning of the provisions of this Section 14. In the event of any doubt, information
relating to services owed only represents an express warranty or guarantee of properties if this is specifically
provided in this Agreement.
14.2.

PCNA or the Dealer shall not be responsible for any defects in the event Independent Repair Facility fails to

fulfill its obligations set forth in Section 12.2.
14.3.

Any defect in the PIWIS III Tester will be remedied by PCNA or the Dealer within a reasonable period after

Independent Repair Facility notifies the Dealer of the defect. PCNA in its sole discretion may remedy the defect by
repairing such defective item or replacing the defective item at no charge to Independent Repair Facility.
14.4.

In the event of a defect in the licensed Software or PIWIS III Tester sold hereunder, Independent Repair

Facility may not deduct any amount from amounts due hereunder.
15.
Limitation of Liability. PCNA or the Dealer shall not be liable for any indirect, special, or consequential
damages, under any circumstances, including damage or loss resulting from Independent Repair Facility’s inability
to use the PIWIS III Tester or Software.
16.
Release from Liability in the Event of Misuse, Damage, or Loss. Independent Repair Facility shall
indemnify PCNA and the Dealer from all costs, claims, and all other losses (including the costs for legal action)
arising from Independent Repair Facility’s use of the PIWIS III Tester or the Software contrary to terms contained
herein or arising from Independent Repair Facility’s misuse of the PIWIS III Tester or the Software for purposes
other than those provided for in this Agreement, or from damage or loss to the PIWIS III Tester or the Software
after Independent Repair Facility’s receipt thereof from the Dealer.
17.

Software Terms.

17.1. The Software license shall be for a one year period and shall be extended by renewal of the
Software license for successive one-year terms unless either party delivers written notice of termination
at least six (6) weeks before the end of the initial or renewal term. If the IRF allows its PIWIS III Software
license to lapse through failure to renew on the purchase anniversary date, PCNA and the Dealer are
under no obligation to update and restore the IRF’s PIWIS III Tester Software at a later date.
17.2. In the event of new developments or modifications to the PIWIS III Tester or the PIWIS Software,
the Dealer shall inform Independent Repair Facility within a reasonable period that a new system will be
introduced. Independent Repair Facility is entitled to purchase this new system on the basis of a new
agreement to be concluded. From the announcement of the new system, no further Software updates to

DEALER – IRF - PIWIS Hardware Purchase, Software License, and Access Agreement, page 7 of 15

the then-current system shall be made. PCNA and the Dealer are also entitled to terminate this
Agreement prematurely without liability upon announcement of a new system, with three (3) months’
prior written notice to Independent Repair Facility.
17.3. PCNA or the Dealer may immediately terminate this Agreement if any of the following events
occurs:
17.3.1. Independent Repair Facility misuses the PIWIS III Tester for non-approved adjustment of
vehicle qualities or vehicle data;
17.3.2. Independent Repair Facility transfers or allows unauthorized third parties to use the
Hardware or Software in violation of this Agreement;
17.3.3. Independent Repair Facility otherwise exceeds the rights of use set forth herein;
17.3.4. Independent Repair Facility is in default with the payment of the purchase price, the
license fee, or a significant part of the purchase price or the fee;
17.3.5. Independent Repair Facility breaches the confidentiality obligations set forth herein;
17.3.6. A third party brings legal proceedings against Independent Repair Facility, PCNA, or
the Dealer based on Independent Repair Facility’s use of third party software; or
17.3.7. Independent Repair Facility becomes subject to any bankruptcy or insolvency
proceeding.
17.4.
18.

Notice of termination must be given in writing to be valid.

Consequences of Agreement Expiration or Termination.
18.1.

Upon expiration or termination of this Agreement for whatever reason, Independent Repair Facility

shall return the Software to the Dealer on the original storage media, including all related instruction
manuals and any back-up copies. The Dealer has no obligation to repurchase the PIWIS III Tester from
Independent Repair Facility; however, should the Dealer allow Independent Repair Facility to return the
PIWIS III Tester, the Dealer shall pay Independent Repair Facility an amount mutually agreed by the parties
before any such return.
18.2.

Upon expiration or termination of this Agreement for whatever reason, Independent Repair

Facility’s Software license shall terminate, and Independent Repair Facility shall promptly destroy all CD,
DVD, or other copies made to other copy-media of the Software outside the PIWIS III Tester and provided
by the Dealer. The Dealer will hold Independent Repair Facility responsible for any unauthorized transfer or
use of Software provided by PCNA, the Dealer, or its agents.
18.3.

Independent Repair Facility’s duties pursuant to Sections 16 and 19 shall not be affected by the

expiration or termination of this Agreement.
19.

Nondisclosure Obligations.
19.1.

Confidential Information and Trade Secrets. Independent Repair Facility may receive or have

already received Confidential Information and Trade Secrets from PCNA or the Dealer in discussions
regarding this Agreement, and the transactions and other activities contemplated hereunder, the
disclosure of which would cause PCNA and the Dealer irreparable harm.
19.2.

“Confidential Information” means any information that is valuable to PCNA or the Dealer and is not

generally known by the public and any information defined as a Trade Secret, which is found by a court of

DEALER – IRF - PIWIS Hardware Purchase, Software License, and Access Agreement, page 8 of 15

competent jurisdiction not to rise to the level of a Trade Secret. The term “Confidential Information” as
used herein also includes any information, work papers, analyses, compilations, projections, studies,
documents, terms, conditions, correspondence, facts, or other materials derived or produced by
Independent Repair Facility or its partners, agents, employees, and other authorized representatives
(collectively, its “Representatives”). The term “Confidential Information” as used herein does not include
any information which (a) is already known to the public or Independent Repair Facility before disclosure
by PCNA, (b) is subsequently made known to the public without any violation of this Agreement, (c) is
rightfully received by Independent Repair Facility from a third party without similar restriction and without
breach of this Agreement, or (d) is independently developed by Independent Repair Facility without breach
of this Agreement.
19.3. “Trade Secret” means any technical or non-technical information, without regard to form, which
(a) derives economic value, actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value from its disclosure or
use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
19.4. Proprietary Information. “Proprietary Information” means, collectively, Confidential Information and
Trade Secrets. Each party agrees that the terms of this Agreement are included within PCNA’s Proprietary
Information. Independent Repair Facility acknowledges, accepts, and agrees that (a) the Proprietary
Information is non-public and confidential and shall remain at all times the property of PCNA, (b) the
disclosure of the Proprietary Information to Independent Repair Facility is for the sole purpose of enabling
Independent Repair Facility to perform under this Agreement, (c) Independent Repair Facility shall not
assert directly or indirectly any right with respect to the Proprietary Information which may impair or be
adverse to PCNA's ownership thereof, and (d) Independent Repair Facility will not make use of any portion
of the Proprietary Information or make reference in any way to this Agreement in any of its own sales,
marketing, or product development efforts and will not solicit any employees of PCNA or the Dealer to
leave PCNA or the Dealer or to become employed by Independent Repair Facility. Independent Repair
Facility understands that PCNA and the Dealer make no representation or warranty, express or implied, as
to the accuracy or completeness of its Proprietary Information, and Independent Repair Facility agrees
that PCNA and the Dealer shall have no liability to Independent Repair Facility or any other party resulting
from any use or reliance on the Proprietary Information, except as otherwise provided in this Agreement.
All Proprietary Information (including tangible copies and computerized or electronic versions thereof),
except for that portion which consists of work papers, analyses, compilations, comparisons, studies, or
other similar documents prepared by Independent Repair Facility, shall be returned to the Dealer or
destroyed by Independent Repair Facility, as appropriate, if requested by PCNA or the Dealer. That portion
of the Proprietary Information which consists of work papers, analyses, compilations, comparisons,
studies, or other similar documents prepared by Independent Repair Facility shall be held by Independent
Repair Facility, as appropriate, and kept confidential as provided above, or shall be destroyed by
Independent Repair Facility, as appropriate. To the maximum extent permitted by applicable law, any
Proprietary Information supplied by PCNA or the Dealer to Independent Repair Facility before the execution
of this Agreement and which is subject to disclosure restrictions in a prior agreement between the parties
hereto, shall remain subject to such disclosure restrictions in any such prior agreement, or to the
provisions of this Section of this Agreement, whichever is more restrictive. Otherwise, the parties agree
that such previously disclosed Proprietary Information shall be governed by the terms and conditions set
forth in this Section.
19.5. Disclosure Restrictions. Independent Repair Facility agrees that, upon expiration or earlier
termination of this Agreement and for three (3) years thereafter with respect to Confidential Information
and, with respect to Trade Secrets, for so long as such information remains a Trade Secret, Independent

DEALER – IRF - PIWIS Hardware Purchase, Software License, and Access Agreement, page 9 of 15

Repair Facility will hold PCNA’s Confidential Information and Trade Secrets in strict confidence and shall
not disclose such information, in whole or in part, to any person (a) other than its Representatives who
need to know such information in connection with Independent Repair Facility's performance under this
Agreement, without the prior written consent of PCNA, or (b) as otherwise required by regulatory or legal
authority; provided, however, that Independent Repair Facility being required by regulatory or legal
authority to disclose such information shall first provide PCNA written notice of such request for
information requiring disclosure of Proprietary Information (which could include the existence of or the