Brix Berg Company LLC.

P.O. Box 190

Blue River, Oregon 97413, USA

Hereinafter “BRIX-BERG”






__________________________City, State

__________________________Zip Code

Hereinafter “XXX”





WHEREAS, BRIX-BERG is in the possession of know-how, expertise, confidential information  and patent rights in the general field of;


·                    separation of all major classes of organic chemicals via extractive and azeotropic distillation,

·                    developing models and process details and business aspects of purifying and then marketing and selling specific separated fractions, and


WHEREAS, BRIX-BERG is in the possession of specific protected know-how, confidential information and patent rights in the specific field of;


·                    ___________________________________________________________________________________________________________________________________________________ (hereinafter referred to as the YYY project).



The technology for separations and the business aspects of this specific project is the basis of the BRIX-BERG technology (hereinafter referred to as the “YYY Technology”).


WHEREAS, BRIX-BERG is looking for client/partners to be able to further develop the YYY Technology and to move towards commercialization with select laboratory process development, pilot plant operation, simulations and models and possible test marketing production on the basis of the YYY Technology, and



Confidentiality Agreement BRIX-BERG-XXX _____________, 2000




WHEREAS, XXX is in business of producing specific ___________ compounds from processed crude/by-product fractions and is interested in separating, simulating, conducting economic evaluations and possibly toll production to add value to this fraction and ultimately commercialize the production of the separated compounds.


WHEREAS, the parties wish to exchange confidential information in order to evaluate  the technical feasibility of the YYY Technology and to be able to define more closely the field of a potential co-operation.


NOW THEREFORE, in consideration of these premises the parties agree as follows:


Article 1.0

Technical & Business Scope of Agreement


The parties hereto under this agreement will focus on:


1.0              Classical distillation techniques for separating close boiling co-products,


2.0              Proprietary and Patented BRIX-BERG Technology for the separation of various fractions/components,


3.0              New data developed jointly or by BRIX-BERG,


4.0              Information related to XXX’s feedstock, composition, volumes, purity requirements, and


5.0              Related conceptual or pre-engineering, design marketing and sales and possible contaminants, safety and regulatory issues related to the proposed YYY Technology, if any.


Article 2.0

Preliminary Evaluation Phase


The parties hereto will target completion of preliminary evaluation and assessment of business potential and/or technical development by the following date ___________________. 






Confidentiality Agreement BRIX-BERG-XXX  Date_____________, 2000



1.0              BRIX-BERG will make available to XXX preliminary patent, technical approach, preliminary pilot plant design information to allow XXX to more fully understand the steps BRIX-BERG would take and the costs and economic potential.   It will also make available BRIX-BERG top management and management and/or directors of the Icelandic partners facilitate an understanding of the corporate entity and business prospects.    This could be in the form of additional meetings and/or presentations in XXX facilities in  _______________or Bozeman, Montana.  


2.0              XXX will provide BRIX-BERG with the following, which includes, but is not necessarily limited or restricted to: preliminary feedstock prices, estimated product values, feedstock composition, final product purity requirements, volumes of feedstock available to allow preliminary research cost estimates, pilot plant operating plans and economics to be developed.


3.0              XXX will disclose to BRIX-BERG preliminary technical aspects of current separations to assure that success of the project and access to XXX management such that appropriate plans, budgets and preparations can be made.  


Article 3.0



1.0       The parties agree to keep secret all know-how, information, and knowledge they become aware of in the course of the intended co-operation-especially the information exchanged in applications of Articles 1.0 and 2.0 or on connection with this Confidentiality Agreement (hereinafter referred to collectively as INFORMATION).   The parties agree to use this INFORMATION only for the purposes of the co-operation between the parties and only to the extent envisaged by them and to convey this obligation to their employees accordingly.


2.0       The obligations set out in Section 1.0            above do not apply for INFORMATION of which the receiving party can prove that:


a)                  It was known in public before the disclosure by the other party or that it has become known in public afterwards without any illegal action or a breach of this confidentiality agreement. 


b)                 It has been disclosed by a third party which is not bound to secrecy, or


c)                  It is subject of a disclosure obligation based on laws, judicial decisions, or administrative decrees; in this case the receiving party shall inform the other party about the reason and the scope of the duty disclose.


Confidentiality Agreement BRIX-BERG-XXX _____________, 2000



3.0        The receiving party shall not be relieved of its confidentiality obligations

following section 1.0 merely for the reason that the INFORMATION is only generally embraced by information in the public domain or in the possession of the receiving party.


The provisions of this article shall apply for ten (10) years after the signature of     this Confidentiality Agreement.


4.0            Economic and technical information received from XXX will be held confidential and proprietary under exactly the same provisions outlined above.


Article 4.0



1.0              This Confidentiality Agreement is non-exclusive.   BRIX-BERG has the rights to contact other third parties in the general field of extractive and azeotropic distillation, until exclusive arrangements or contracts have been agreed to. 


2.0              If the parties at the end of the preliminary evaluation phase agree, the parties can enter an exclusive arrangement to allow for detailed economic, technical and planning studies and implementation of business and contractual agreements.

  Article 5.0

General Provisions


1.0              All disputes, controversies, or differences which may arise between the parties out of or in relation or in connection with the Confidentiality Agreement shall be governed under US Laws.  


2.0              All disputes resulting from, concerning the validity of arising in connection with the present Confidentiality Agreement shall be exclusively and finally settled in accordance with the arbitration rules of the American Arbitration Association.


Blue River, Oregon USA                                        _________________


BRIX-BERG, Company LLC                          XXX


By:            ____________________                                By:            _____________________


Its:            ____________________                                Its:            _____________________


Date:            ____________________                            Date:            _____________________