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Proprietary Information & Confidential Agreement
Electric Vehicle Technologies, Inc.
&
EVT DEALERS
BETWEEN
Electric Vehicle Technologies, Inc. (herein referred to as "EVT"),
a company organized under the laws of the State of Illinois,
United States, with its principal office at 7350 North Linder
Ave., Skokie, Illinois, 60077, USA.
AND
The PROSPECTIVE DEALER (and its affiliated companies), (herein referred to as the "DEALER") with offices at (________________) referred to individually as Party and collectively as Parties.
WHEREAS
The DEALER and EVT wish to engage in confidential discussions concerning "DEALER RELATIONSHIP" (hereinafter called 'the Purpose').
WHEREAS
To facilitate these discussions it will be necessary for the DEALER and its affiliated companies (companies directly or indirectly controlling, controlled by or under common control with DEALER) and EVT to exchange proprietary and confidential information being valuable trade secrets and to provide samples to each other for evaluation. It is also possible that each of the parties may otherwise come into possession of information and/or material which is regarded as confidential by one of the other parties.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. "Proprietary information" shall mean any information supplied by one party ('the Disclosing Party') to another party ('the Receiving Party'), any information received or deduced by the Receiving Party either directly or indirectly, from information or samples supplied by the Disclosing Party or as a result of visits by the Receiving Party to the premises of the Disclosing Party or as a result of visits by the Receiving Party to the premises of the Disclosing Party, including but not limited to financial information, details of plant and processes, manufacturing interests, research and development activities, reports, drawings, operating methods and instructions, formulations, projections, plans, specifications, know-how, techniques, manuals, intellectual property and the like both written and unwritten. For the purposes of this Agreement, information disclosed by the affiliated companies of the DEALER shall be deemed to be a disclosure by the DEALER under the terms of this Agreement.
2. With regard to any Proprietary Information received or deduced as aforesaid by the Receiving Party, the Receiving Party hereby undertakes:
(a) to treat all such Proprietary Information as strictly confidential;
(b) and not to manufacture or enable to manufacture by third parties, not to disassemble, analyze or reverse engineer any Proprietary Information whether in the form of materials, samples or otherwise unless expressly agreed in writing by the Disclosing Party, in which event any test results or data generated therefrom shall be treated as Proprietary Information; and
(c) not to disclose any Proprietary Information in any way to any third party or person without the consent of the Disclosing Party nor to any employee of the Receiving Party except as is necessary for the Purpose; and
(d) that all those of its officers or employees to whom the Proprietary Information is disclosed are made aware of the confidentiality of the same; and
With regard to any Proprietary Information received or deduced as aforesaid by the Receiving Party, the Receiving Party hereby undertakes:
(e) not to use any Proprietary Information in any way except to facilitate the Purpose and in particular not to use any Information for commercial manufacture or use or in such a way as to obtain any commercial
advantage over the Disclosing Party; and
(f) to return to the Disclosing Party on demand all Proprietary Information which has been supplied to or
acquired by the Receiving Party in the form of drawings, designs or written material including all copies
thereof and all unused samples.
3. The above restrictions on disclosure or use of Proprietary Information shall not apply to;
(a) Information which at the time of disclosure by the Disclosing Party to the Receiving Party was already published or otherwise generally available to the public;
(b) information which after disclosure by the Disclosing Party to the Receiving Party is published or becomes generally available to the public otherwise than through default of Receiving Party;
(c) information which the Receiving Party can show was rightfully in its possession at the time of disclosure and which is not acquired directly or indirectly from Disclosing Party;
(d) information which becomes known independently to the Receiving Party or which was rightfully acquired from any third party or person who did not acquire it under pledge of secrecy to the Disclosing Party and who had good legal right to such information.
4. Proprietary Information shall be subject to the conditions as to non-disclosure and non-use set out herein unless or until such time as the Information comes into the public domain otherwise than by a breach of this Agreement or the Information becomes known by the Receiving Party as specified in Clause 3 (d) hereof.
5. This Agreement shall not be modified except in writing executed by both parties hereto.
6. The terms of this Agreement shall be deemed to apply to all employees, servants, agents and successors of the
parties hereto and each party hereto shall be responsible for the fulfillment of its obligation under this Agreement
on the part of its employees.
7. None of the Proprietary Information whatsoever disclosed by a Disclosing Party to a Receiving Party hereunder shall become vested in the Receiving Party nor shall the Receiving Party acquire rights therein save such rights as are necessary for them to carry out the Purpose.
8. In the event that a subsequent agreement is concluded between the parties, this Agreement shall, unless otherwise agreed in writing, terminate and be replaced by such subsequent agreement.
9. No license or conveyance of rights to either party under any discoveries, inventions, patents, trade secrets, copyrights or other form of intellectual property is granted or implied by the exchange of proprietary information between the parties.
10. This agreement shall commence when executed and shall terminate (1) year thereafter provided, however, that this Agreement may be terminated by either Party at any time by giving (30) days written notice of termination to the other party. If both Parties agree, this Agreement may be re-instituted in writing following (1) year of this executed Agreement.
11. This Agreement shall be governed by and be construed to take effect in all respects in accordance with the laws of Illinois, U.S.A.
Signed for and on behalf of DEALER by:
Signature:_________________________
Position: __________________________
Date:_____________________________
Signed for and on behalf of EVT by:
Signature:_________________________
Position:__________________________
Date:_____________________________
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