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MUTUAL NON-DISCLOSURE AGREEMENT (NDA)

THIS AGREEMENT is made effective as of______ ______ , 2009 by and


between New Millennium Group, LLC (a Texas corporation), having a place of business
or legal address at 222 West Colinas Blvd. ,Suite 1705 Dallas, TX 75039, also doing
business as New Millennium Wind Energy, LLC, (a Colorado corporation), having a
business address at 3078 Wildridge Road, Suite D, Avon, CO 81620; and ,
________________________________________________ a _________________ “corporation” or an
“Individual” having a place of business
at____________________________________________________, to assure the protection and
preservation of the confidential and/or proprietary nature of information to be
disclosed or made available to each other in connection with the possible
establishment of a commercial relationship between the parties based on the valuable
and confidential proprietary information and technology of the parties, listed in
Paragraph 1 below, and more specifically described in Exhibit A.

In reliance upon and in consideration of the receipt and evaluation of such


disclosures, the parties agree as follows:

1 Proprietary Information: Subject to the limitations set forth in Paragraph 2,


all information disclosed to the other party shall be deemed to be
"Proprietary Information" if so noted. In particular, Proprietary Information,
whether in oral, written, graphic or electronic form, shall be deemed to include
information containing any:

a) trade secret m) engineering


b) invention n) manufacturing
c) discovery o) marketing
d) know-how p) services
f) process q) finances
e) technique r) personnel matters of the disclosing party
f) algorithm or computer program (source and s) present or future products or
services
object code) t) sales
g) design u) suppliers
h) drawing v) clients, present or prospective
i) formula w) customers, present or prospective
j) data relating to any project x) employees
k)work in progress y) investors
1) future development z) business affiliations

If the Proprietary Information is disclosed in oral form, the disclosing party


shall thereafter summarize it in writing and transmit it to the other
party within thirty (30) days of the oral disclosure. Notwithstanding
the written summary requirement of this paragraph, both parties agree to
apply their best effort not disclose any of the above information, even if
not specifically noted as Proprietary information, except on a need to know
basis.

2. Excluded Proprietary Information: The term "Proprietary


Information" shall not be deemed to include information which:

a) is now, or hereafter becomes, through no act or failure to act on the


part of the receiving party, generally known or available;
b) is known by the receiving party at the time of receiving such
information as evidenced by its records;
c) is hereafter furnished to the receiving party by a third party, as a
matter of right and without restriction on disclosure;
d) is independently developed by the receiving party without any breach of this
Agreement; or
e) is the subject of a written permission to disclose provided by the disclosing party.

3. Nondisclosure: Each party shall maintain all Proprietary Information in


trust and confidence and shall not in any way disclose to any third party, or
use for any unauthorized purpose. Each party may use such Proprietary
Information only to the extent required to accomplish the Specific Purpose.
Proprietary Information shall not be used for any purpose or in any manner
that would constitute a violation of any laws or regulations, including without
limitation the export control laws of the United States. No rights or license to
trademarks, inventories, trade secrets, copyrights or patents are implied or
granted under this Agreement.

4. Degree of Care: Each party represents and warrants that it shall protect
the Proprietary Information it receives from unauthorized use or disclosure
with the highest degree of care used by diligent or prudent persons to protect
their own confidential information under circumstances similar to those
arising under this Agreement. Each party shall limit access to the Proprietary
Information only to those employees or agents who have a need to know it,
and then only to the extent necessary for such employee or agent to perform
her or his work in connection with the Specific Purpose. Further, the receiving
party shall advise its employees or agents who might have access to
Proprietary Information of the confidential nature thereof and shall obtain
from each of such employees and agents an agreement to abide by the
terms of this Agreement. The receiving party shall not disclose any
Proprietary Information to any third party without the disclosing party's
express, written consent.

5. Return and Destruction of Proprietary Information: All Proprietary


Information (including all copies thereof in any form) shall remain the
property of disclosing party, and receiving party shall promptly return all
tangible, and destroy all electronic files containing Proprietary Information
and all materials embodying, containing, summarizing, or referring to
Proprietary Information (including all copies thereof in any form) to
disclosing party after the Specific Purpose has been accomplished or if
receiving party's need for it has otherwise expired, or upon request of
disclosing party, and in any event upon termination of this Agreement.
Receiving Party will provide written acknowledgement of the completion
of the return and/or destruction of Proprietary Information within 30 days
of any event invoking this clause.

6. Forced Disclosure in Legal Proceedings: Notwithstanding any other


provision of this Agreement, disclosure of Proprietary Information shall not
be precluded if such disclosure:

(a) is in response to a valid order of a court or other governmental body


of the United States or any political subdivision thereof; provided,
however, that the responding party shall first give notice to the other party
hereto and shall make a reasonable effort to obtain a protective order
requiring that the Proprietary Information so disclosed be used only for the
purposes for which the order was issued;

(b) Is otherwise required by law; or

(c) is otherwise necessary to establish rights or enforce obligations under


this Agreement, but only to the extent that any such disclosure is necessary.

7. Term: This Agreement shall continue in full force and effect as long as the
parties continue to exchange Proprietary Information. This Agreement may
be terminated by either party at any time upon ten (10) days written notice
to the other party. The termination of this Agreement shall not relieve either
party of the obligations imposed by Paragraphs 3, 4, 5, 9, 10, and 11 of this
Agreement with respect to Proprietary Information disclosed prior to the
effective date of such termination and the provisions of those
Paragraphs shall survive the termination of this Agreement for a period of five
(5) years from the date of such termination.
8. Each party that receives Proprietary Information hereunder agrees to
defend the disclosing party for any loss or damage suffered as a result of
any breach by receiving party (or any of its officers, directors, employees,
or agents) of the terms of this Agreement, including indemnifying for any
reasonable fees and expenses incurred by disclosing party in the enforcement
or collection of such indemnity, including but not limited to fees and expenses
of attorneys, other professionals and expert witnesses.

9. Remedies: Each party that received Proprietary Information hereunder


acknowledges and agrees that in the event of any breach of this Agreement
by receiving party, including without limitation the actual or threatened
disclosure of Proprietary Information without the prior express written
consent of disclosing party, disclosing party will suffer irreparable injury
such that no remedy at law will adequately compensate disclosing party.
Accordingly, in addition to any remedy or relief available to disclosing party
at law or in equity, receiving party agrees that disclosing party shall be
entitled to receiving party's specific performance under this Agreement, as
well as such further interim and final injunctive relief as may be granted by a
court of competent jurisdiction.

10. Remedies for Breach by Employees or Agents: At the request of


disclosing party, each party that receives Proprietary Information
hereunder agrees to promptly pursue all remedies at its own expense
against its former and current employees and agents who are in the opinion
of disclosing party believed to have or have breached this Agreement, or, at
the opinion and upon the request of disclosing party, receiving party agrees
to take all such actions necessary to enable disclosing party to pursue in the
name of receiving party any or all of such remedies against such persons.

11 Venue: This Agreement is made in accordance with and shall be


governed and construed under the laws of the State of Florida. In any
legal action relating to this Agreement, each party agrees to the exercise
of jurisdiction over it by the state or federal court for the County of Pinellas,
State of Florida, U.S.A. Each party acknowledges and agrees to any judgment
rendered in any country or jurisdiction in which it now or may in the future
maintain a principle place of business, and hereby irrevocably consents to all
processes in connection with any such enforcement.

12. Assignment: Any attempted assignment of the rights or delegation of


the obligations under this Agreement shall be void without the prior written
consent of the non-assignment or non-delegating party. In the case of any
permitted assignment or transfer of or under this Agreement, this
Agreement or the relevant provisions shall be binding upon, and insure to
the benefit of, the successors, executors, heirs, representatives,
administrators and assigns of the parties hereto.

13. Notices: Any notices required or permitted hereunder shall be given to


the appropriate party at the address specified below or at such other
address as the party shall specify in writing, mail, postage prepaid, three
(3) days after the date of mailing.

AUTHORIZED & AGREED BY: AUTHORIZED & AGREED BY:

Print Name: Print Name: Andrew Thacker

Signature: Signature:

Title: Title:

Date: Date:

Address: Address: New Millennium Group, POB 396, Vail, CO 81658


MUTUAL NON-DISCLOSURE AGREEMENT (NDA)

EXHIBIT A

Review of each other's existing technologies, documents and plans to exploit those technologies,
documents and plans to attain mutually beneficial objectives (the "Specific Purpose").
XXXXXXXXXXXXXXXXXX Here ends Exhibit A XXXXXXXXXXXXXXXXXXXXXXXXXXX

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