3EET Non-Disclosure Agreement

Third Electro-Energy Technology

Non-Disclosure Agreement

INTRODUCTION. WHEREAS, the Disclosing Party possesses certain confidential proprietary information; and WHEREAS, in connection with the pursuit, evaluation and/or feasibility of a business relationship, and/or the consummation of a transaction between the Receiving Party and the Disclosing Party (collectively, the Business Purposes), confidential proprietary information of the Disclosing Party may become available to the Receiving Party. WHEREAS, the Disclosing Party desires to prevent the unauthorized use and disclosure of its confidential proprietary information. NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, Receipt of which is hereby acknowledged, the parties agree as follows:

The parties hereby agree as follows:

In its sole discretion, the Disclosing Party will provide to the Receiving Party certain confidential and proprietary information for the limited purpose of allowing the Receiving Party to evaluate its interest in the Business Purposes, in accordance with the following terms and conditions:

1. DEFINITION. For purposes of this Agreement, the Confidential Information shall mean all strategic and development plans, financial condition, business plans, co-developer identities, data, business records, project records, market reports, business manuals, policies and procedures, information relating to processes, technologies or theory and all other information which may be disclosed by the Disclosing Party or to which the Receiving Party may be provided access by the Disclosing Party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Business Purposes, which is not generally available to the public. Specifically, the Confidential Information is the following documents:

All documents avalable on this website.

The Confidential information is also any information about the latest achievements and R&D concerning the Third Electro Energy Idea (TEEI), Third Electro Energy Technology (TEET), also known as 3EET and Third Electro Energy Application (TEEA), also known as 3EEA, based on the Dirac’s Needle Impulse Emulated (DniE) function, also known as Generation of Needle Impulses (GoNI) delivered to the Receiving Party in written, printed, electronic or verbal form after the effective Date.

2. NON-DISCLOSURE OBLIGATIONS. The Receiving Party acknowledges that all the furnished information is in all respects confidential in nature, other than information that is in the public domain. The Receiving Party promises and agrees to receive and hold the Confidential Information in confidence. Without limiting the generality of the foregoing, the Receiving Party further promises and agrees:

A. to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure.
B. Not to use any of the Confidential Information except for the Business Purposes.
C. Not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer, alter or otherwise use any of the Confidential Information except as specifically authorized by the Disclosing Party in accordance with this Confidentiality Agreement.
D. Not to use any Confidential Information to unfairly compete or obtain unfair advantage vis a vis the Disclosing Party in any commercial activity which may be comparable to the commercial activity contemplated by the parties in connection with the Business Purposes.
E. To restrict access to the Confidential Information to those of its officers, directors, employees and agents who clearly need such access to carry out the Business Purposes.
F. To advise each of the persons to whom it provides access to any of the Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information, and, upon Request of the Disclosing Party, to provide the Disclosing Party with a copy of a written Non-Disclosure Agreement to that effect signed by such persons.
G. To, upon Request of the Disclosing Party, provide the Disclosing Party with a written list of persons (their title and company affiliation) to whom it provides access to any of the Confidential Information.
H. to comply with any other reasonable security measures requested in writing by the Disclosing Party.

3. RESTRICTIONS. The restrictions herein provided shall not apply with respect to the Confidential Information which:

A. is known by the Receiving Party prior to the Effective Date; or
B. is or becomes a part of the public domain without breach of this Confidentiality Agreement by the Receiving Party; or
C. is legitimately obtained by the Receiving Party without a commitment of confidentiality from a third party; or
D. is independently developed by the Receiving Party; or
E. is disclosed pursuant to judicial action or government regulations, provided the Receiving Party notifies the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party in the event the Disclosing Party elects to legally contest and avoid such disclosure.

4. NO RIGHT TO CONFIDENTIAL INFORMATION. The Receiving Party hereby agrees and acknowledges that no license, either express or implied, is hereby granted to the Receiving Party by the Disclosing Party to use any of the Confidential Information. The Receiving Party further agrees that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of the Disclosing Party directly resulting from or relating to the Confidential Information and the right to market, use, license and franchise the Confidential Information or the ideas, concepts, methods or practices embodied therein shall be the exclusive property of the Disclosing Party, and the Receiving Party has no right or title thereto.

5. RIGHTS AND LICENSES. This Agreement and the furnishing of the Confidential Information as provided herein shall not be construed as establishing, either expressly or by implication, any grant of rights or licenses to the Receiving Party or any relationship between the parties. The Receiving Party agrees not to disclose in any way that any discussions or contracts with the Disclosing Party have occurred or are intended.

6. OWNERSHIP. All tangible information, including drawings, specifications and other information submitted hereunder by the Disclosing Party to the Receiving Party, shall remain the property of the Disclosing Party. If either party elects not to pursue any further business undertaking, the Receiving Party shall promptly destroy or, upon written request, return to the Disclosing Party all tangible information, and all copies thereof, related to the Confidential Information.

7. EXPORT. The Receiving Party shall not export any Confidential Information without written permission from the Disclosing Party. If the Receiving Party is permitted to export Confidential Information, the Receiving Party shall comply with the U.S. Export Administration Laws and regulations (EAR) and shall not export or re-export any technical data or products received from the Disclosing Party or the direct product of such technical data to any proscribed country listed in the EAR unless properly authorized by the U.S. government.

8. REMEDIES. The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Confidentiality Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate. Such right of the Disclosing Party shall be in addition to remedies otherwise available to the Disclosing Party at law or in equity.

9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA.

10. TERM AND TERMINATION. This Confidentiality Agreement shall commence on the date first written above. The Receiving Party's right to use the Confidential Information in connection with the Business Purposes shall continue in effect for two (2) years or until the Disclosing Party provides the Receiving Party with written notice of termination of such right, whichever is earlier. Notwithstanding the foregoing, the Receiving Party's obligations with respect to the Confidential Information hereunder shall continue in full force and effect until further notice from the Disclosing Party.

11. ENTIRE AGREEMENT. This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to the Agreement.

12. By logging into the documentation web page you acknowledge that you have read this agreement and that you agree with it and that you will observe the rules of the Non-Disclosure Agreement.

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