CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT

This Confidentiality Agreement  is made effective as of:___________________ between: Gilles Desormeaux,of Les hauteurs, Quebec, Canada

and_______________________________, of _________________________, _______________________, ______________________, _______________.

 

In this Agreement, the party who owns the Confidential Information will be referred to as Gilles and the party to whom the Confidential Information will be disclosed will be referred to as "recipient".

Gilles has designed a distillation apparatus featuring a constant feed and reboiler technique, as well as all the devices and accessories pertaining to the use of solar energy, assisted by partial vacuum  and requests by the present document that the recipient shall protect and hold confidential all the materials and  information which may be disclosed, or exchanged between Gilles and the recipient. Therefore, the parties agree as follows:

I,  CONFIDENTIAL INFORMATION:  The term "Confidential Information" means any information or material which is proprietary to Gilles, whether or not owned or developed by Gilles, which is not generally known other than by Gilles, and which recipient may obtain through any direct or indirect contact with Gilles.

Confidential Information includes without limitation:

- business records and plans - financial statements - customer lists and records

- trade secrets- technical information– products– inventions- product design information- pricing structure- computer programs and listings- source code and/or object code - copyrights and other intellectual property and other proprietary information.

II, PROTECTION OF CONFIDENTIAL INFORMATION:  Recipient understands and acknowledges that the Confidential Information has been developed or obtained by

GSI by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of GSI which provides GSI with a significant competitive advantage, and needs to be protected from improper disclosure. 

In consideration for the disclosure of the Confidential Information, recipient agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of GSI.  In addition, recipient agrees that:  

II, A: No Copying/Modifying:  Recipient will not copy or modify any Confidential Information without the prior written consent of Gilles.

II, B:  Application to Employees:  Further, recipient shall not disclose any Confidential Information to any employees of recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement.  Each permitted employee to whom Confidential Information is disclosed shall sign a copy of this non-disclosure agreement, duly registered with Gilles.

III, RELATIONSHIP OF PARTIES:  Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information.  This Agreement does not create any agency, partnership, or joint venture.

IV,  NO WARRANTY:  Recipient acknowledges and agrees that the Confidential Information is provided on an AS IS basis.  Gilles makes no garanties, EXPRESSED OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL Gilles BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.  Gille does not represent or warrant that any product or business plans disclosed to recipient will be marketed or carried out as disclosed, or at all.  Any actions taken by recipient in response to the disclosure of the Confidential Information shall be solely at the risk of recipient.

V, LIMITED LICENSE TO USE:  Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above.  Recipient acknowledges that, as between Gilles and recipient, the Confidential Information and all related copyrights and other intellectual property rights, are, and at all times will remain the property of Gilles, even if suggestions, comments, and/or ideas made by recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

VI,  GENERAL PROVISIONS:  This Agreement sets forth the entire understanding of the parties regarding confidentiality.  Any amendments must be in writing and signed by both parties.  This Agreement shall be construed under the laws of the Province of Quebec, Canada.   The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement, and will be in force for a period of  one Year thereafter, at which time it will become null and void, and you are free to disclose any and all information covered by this agreement.

VII, Ownership of Materials: All materials provided by Gilles, becomes and remains the property of the recipient, free of any charge whatsoever from Gilles, or any implied representatives, as of the date they are recieved by the recipient.

 

Information Owner:

Gilles Desormeaux

By:     ______________________ Date: ________________,_____________

Name: Gilles Desormeaux          

 

 

Recipient:____________________ Date: _______________,_____________

Name: