CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into and effective as of , ("Effective Date"), or any earlier first date in which disclosures were made between the parties (the "Effective Date"), between Bio-Tec Environmental, LLC ("Discloser") and   [exact name of business], a   [type of entity, such as Corporation or LLC] ("Recipient").

Discloser plans to disclose and make available to Recipient specific samples, products, technical and/or business information on a confidential basis, solely in order to enable Recipient to evaluate purchase of product and establishment of a business relationship with Discloser. This Agreement sets forth the terms and conditions that will apply to that information, as well as other information exchanged between the parties. In consideration of the mutual covenants in this Agreement and other good and valuable consideration, the parties agree as follows:

  1. Definition. "Confidential Information" means any and all non-public information, know-how, data, designs, plans, specifications, structures, documents, trade secrets, ideas, concepts, authorship, original works, derivative works, products, processes, inventions, patent applications, prototypes, formulas, works in progress, systems, technologies, manufacturing or marketing techniques, business methods, business or financial information and other confidential and proprietary information of Discloser, whether in oral, written or any other form, whether acquired from Discloser or by inspection of the property or facilities of Discloser, which is related to additives to enhance the biodegradation of plastics, methods of making the same and or formulations for making an additive.
  2. Non-confidential Information. Confidential Information does not include information that:
    1. is lawfully and properly known by the Recipient at the time of its receipt, and not through a prior disclosure by the Discloser;
    2. is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the Recipient;
    3. is subsequently disclosed to the Recipient by a third party who has the right to make such disclosure; or
    4. is developed by the Recipient independently of confidential information or other information received from the Discloser and such independent development can be clearly demonstrated by the Recipient.
    5. Specific information will not be deemed to be available to the public or in the possession of a receiving party merely because it is embraced by more general information that is available or is in the party’s possession. In addition, any combination of information or features will not be deemed to be within the exclusions merely because individual features or elements of information are within the exclusions, but only if the combination itself and its principle of operation are within the exclusion.
  3. Duties. Recipient shall use the Confidential Information solely for evaluation purposes as described above. Recipient shall not use the Confidential Information for any other purpose, including but not limited to inventing, developing, manufacturing, or selling, or otherwise commercializing, a service, technology or product. Recipient shall maintain the Confidential Information as strictly confidential and secret under all circumstances. Recipient shall not use or disclose or cause the disclosure of any of the Confidential Information to any third person or entity for any purpose at any time and shall undertake all steps reasonably necessary to prevent such disclosure. Recipient agrees to use the same degree of care, but no less than a reasonable degree of care, to prevent any unauthorized disclosure or publication thereof as they protect their own confidential information of a sensitive nature. Recipient shall only disclose such Confidential Information to those employees of Recipient who have a specific need to use such information in evaluating or conducting the business relationship between the parties. All employees to whom Recipient shall disclose any Confidential Information shall be advised of the existence and scope of this Agreement and shall be subject to legally binding nondisclosure restrictions that are at least as restrictive as the terms of this Agreement.
  4. Restrictions. The Recipient shall not reverse engineer, analyze the composition of, copy, dissemble or otherwise attempt to reconstruct any physical embodiments, prototypes, methods, software or products provided by the Discloser hereunder. In the event any such actions occur, all data and results and/or any inventions, discoveries, or works arising therefrom shall be solely owned by the Discloser and the Recipient shall, at its expense, assign any such inventions or discoveries to the Discloser. The Parties agree not to adopt, use or register directly or indirectly ECOPURE, GOGREEN, BIO-TEC, BIOBATCH, or G2 (Bio-Tec Trademarks) or any mark that is confusingly similar to the Bio-Tec Trademarks as a trade name, trademark, service mark or domain name without the prior written approval of Bio-Tec. The Parties agree that any use of the Bio-Tec Trademark(s) by the Parties as a trade name, a trademark or service mark in any class of goods or service inures to the benefit of Bio-Tec. In the event of such use, the Party hereby assigns all right, title and interest in the trade name, trade mark or service mark and any goodwill associated therewith to Bio-Tec.
  5. Disclosure Required By Law. In the event that the Recipient or any of its employees or representatives is required by applicable law to disclose any of the Confidential Information, the Recipient shall promptly inform the Discloser of such requirement in writing so that the Discloser may seek a protective order or other appropriate remedy or, in its sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or that the Discloser waives compliance with the terms of this Agreement, the Recipient shall (i) furnish only that portion of the Confidential Information which the Recipient is advised by counsel to Discloser is legally required and (ii) exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information so disclosed.
  6. No Representation Or Warranty By Discloser. The Discloser, including its employees, officers, directors, agents, representatives and controlling persons, does not and will not make any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information.
  7. Property. All Confidential Information and all materials containing Confidential Information delivered to the Recipient by the Discloser under this Agreement are and remain the sole and exclusive property of the Discloser. All improvements to the Confidential Information by Recipient, including invention, discoveries, or works, shall be owned by Discloser and Recipient shall cooperate with Discloser to execute such instruments as reasonably requested to effect or evidence such ownership. The Recipient shall at its own cost and expense promptly return to the Discloser, upon the Discloser’s written request, for any reason and at any time, all materials, documents, papers, samples, information, or other material, in any form or medium, and any copies thereof and extracts therefrom, in its possession or under its control, which may contain or be derived from the Confidential Information, together with all documents, notes or other work products which are connected with or derived from the Recipient's use of the Confidential Information.
  8. No License Implied. This Agreement shall not be construed to grant to the Recipient any license or other rights with respect to the Confidential Information.
  9. Legal and Equitable Remedies. It is expressly acknowledged that breach of the confidentiality provisions herein would cause grave and irreparable harm to the Discloser’s valuable proprietary interests and that in the event of breach or potential breach of this Agreement, the Discloser shall be entitled to injunctive relief, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Discloser may have for breach of this Agreement.
  10. Applicable Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of New Mexico and the United States of America without giving effect to conflicts of laws. The parties shall comply with applicable laws relating to the import, export and re-export of Confidential Information disclosed pursuant to this Agreement.
  11. Amendments. Any modifications or amendments to this Agreement must be signed by both parties.
  12. Binding Effect. This Agreement is binding upon and shall inure to the benefit of the parties and each of their respective successors, stockholders, parents, subsidiaries, affiliates, and divisions, and their respective officers, directors, partners, employees, agents and representatives.
  13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument.
  14. No Waiver. It is understood and agreed that no failure or delay by a party in exercising any right, power or privilege in this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.
  15. Severance. If any of the provisions of this Agreement are not enforceable, in whole or in part, the remaining provisions set forth in this Agreement shall nonetheless remain in full force and effect.
  16. Assignment. This Agreement and the rights and obligations granted to and undertaken by the parties shall not be assignable or transferable, in whole or in part, by either party without the prior written approval of the other party.
  17. Term. This agreement shall apply to disclosures made during the period of five (5) years following the effective date. The obligation of confidentiality and non-use of Confidential Information as set forth herein shall continue after the term of this agreement.
  18. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes all proposals, negotiations, representations, warranties, conditions and agreements, collateral or otherwise, oral or written, made prior to the execution hereof. The invalidity of any provision hereof shall not affect any remaining provisions.

The parties hereto have caused this Confidentiality Agreement to be signed by their respective duly authorized representative as of the Effective Date.

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