Confidentiality Agreement about Licensing Nature Technologies Compost Tea Centers

NON-DISCLOSURE

CONFIDENTIALITY AGREEMENT

If you are interested in becoming a Nature Technologies Licensed Center in your region, please fill in and sign the agreement below and mail it to Nature Technologies International, LLC, P.O. Box 1519, Novato, CA 04048. Call 415-898-5895 if you have any questions or to disccuss your particular situation.

This CONFIDENTIALITY AGREEMENT is made this ________day of __________ by and between NATURE TECHNOLOGIES INTERNATIONAL LLC, a Limited Liability Company organized under the laws of the State of CALIFORNIA, one of the United States of America (“Licensor”), and an individual __________________________________, or corporation organized under the laws of the Jurisdiction known as ________________________ in _________________ (“Potential Licensee”).

Confidential Information for both LICENSEE and Potential Licensee

The parties acknowledge and agree that the product information and the technical information is valuable only as long as it remains relatively secret. Accordingly, Licensee agrees to take all steps necessary to maintain the confidentiality and secrecy of the technical and product information. NTI-LLC shall have the right to review the procedures of Licensee relating to secrecy and confidentiality under this Agreement and to require changes is said procedures or to institute new procedures in order to ensure the secrecy and confidentiality of the technical and product information. Licensee agrees to make such changes and institute such new procedures.

Specifically, but without limitation, Licensee agree to take the following steps:

(1) Segregate the areas of its facilities where the technical and product information is used to prevent unauthorized personnel or other third parties form acquiring access to any of the technical or product information;

(2) Disclose the technical and product information only to personnel on a need to know basis;

(3) Require personnel receiving the technical and product information to execute and agreement binding under the law of the territory to maintain the technical and product information in confidence and not to use it or disclose it in any fashion except to carry out the purpose of this agreement.

(4) Place a confidential, proprietary notice or legend on all copies and embodiments of the technical or product information.

(5) Notify NTI-LLC immediately in the event of a disclosure of technical and product information, whether such disclosure is deliberate, inadvertent or otherwise; and

(6) Protect, at its own expense, the confidentiality of the technical and product information by initiating appropriate legal action, in consultation with NTI-LLC.

On termination of this Agreement for any reason, Licensee agrees to (1) return all technical and product information, including any improvements thereon, to NTI-LLC, and
(2) cease all further use of the technical and product information.

The obligations of Licensee, its employees, personnel, and others who may have received the technical and product information in confidence, to maintain such information in confidence and secrecy, shall survive the termination of this agreement and shall continue for a period of 10 (ten) years following the expiration or termination of this agreement. The technical and product information shall not be used by Licensee for any purpose following termination or expiration of this Agreement, and NTI-LLC shall retain a right of inspection to verify compliance with this provision.

For these purposes “Confidential Information” shall be collectively defined as any and all technical information, now-how, data, designs, diagrams, plans, specifications, documents, trade secrets, ideas, inventions, products, processes, prototypes, formulae, works in process, systems, technologies, applications, financial or business information and other confidential or proprietary information of a party, in any form made, whether acquired for the party of by observation of the property of facilities of the party, and whether or not labeled or identified as confidential or proprietary.

a. Each party shall maintain each and all of the Confidential Information of the other party as confidential and secret. The recipient party shall not disclose or cause the disclosure of any of the Confidential Information of the other party to any third person or entity for any purpose at any time and shall undertake all steps reasonably necessary to prevent such disclosure. The recipient party shall be entitled solely to disclose such Confidential Information to its employees and consultants who have a specific need to use such information in connection with the purposes of this Agreement. All employees and consultants to whom the recipient party shall disclose hereunder any Confidential Information of the other party shall be Advised of the existence and scope of this Agreement and shall be bound by the terms hereof or by legally binding nondisclosure restrictions for the benefit of said other party which are at least as restrictive as the terms hereof.

b. No party shall use the Confidential Information of the other party other than for the performance of its obligatoriness hereunder or as otherwise required for the purposes of this Agreement; and no party shall use the Confidential Information of the other party for any other purpose at any time.

c. No party shall copy or otherwise reproduce in any media any part of the Confidential Information of the other party for any purpose without the prior authorization of such other party; provided that a reasonable number of copies may be made by the recipient party to the extent strictly necessary for the performance of its obligations hereunder. The recipient party shall have the burden of providing such authorization or necessity. In the event of the termination of this Agreement, the recipient party shall promptly return to the other party all copies of the Confidential Information of said other party in the possession or control of the recipient party.

d. The confidentiality restrictions of this Section shall not be applicable to information which (i) is or becomes generally available to the public other than as a result of an intentional or inadvertent disclosure or breach by the recipient party or any of its employees or consultants; (ii) is lawfully received by the recipient party from third parties subject to no restriction of confidentiality; or (iii) is specifically approved for release by the prior written authorization of the other party.

e. Each party acknowledges that a monetary remedy for a breach or violation of this Section will be inadequate and will be impracticable and extremely difficult to prove, and that any such breach or violation would cause the other party irreparable harm. In the event of any breach or violation hereof, in addition to any other available rights and remedies in law or equity, said other party shall be entitled to temporary and permanent injunctive relief and other equitable and financial relief.

f. These confidentiality restrictions shall lapse with respect to any particular item of Confidential Information ten (10) years after the initial disclosure of such Confidential Information to the recipient party.

SIGNATURE: LICENSEE (or potential Licensee) EXPRESS AGREEMENT TO STRICT CONFIDENTILITY OF ALL CONTENT AND COMMUNICATIONS REGARDING “NATURE TECHNOLOGIES INTERNATIONAL LLC”.

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