CONFIDENTIALITY
AGREEMENT
Between
Brix
Berg Company LLC.
P.O. Box 190
Blue River, Oregon 97413, USA
Hereinafter “BRIX-BERG”
And
_______XXX_______________COMPANY
__________________________Address
__________________________City,
State
__________________________Zip
Code
Hereinafter “XXX”
Preamble
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
-2/4-
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
3/4
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
Confidentiality
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
-4/4-
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
Exclusivity
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.
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:
_____________________