NDA New Millennium Wind Energy

 

MUTUAL NON-DISCLOSURE AGREEMENT (NDA)

THIS AGREEMENT is made effective as of______  ______ ,, 2009 ______  by and between New Millennium Group, LLC (a Texas corporation), having a place of business or legal legal address address at 222 West Colinas Colinas Blvd. ,Sui ,Suite te 1705 Dallas, Dallas, TX 75039, 75039, also doing doing business as New Millennium Wind Energy, LLC, (a Colorado corporation), having a busi bu sine ness ss addr addres ess s at 3078 3078 Wild Wildri ridg dge e Ro Road ad,, Suit Suite e D, Avon Avon,, CO 8162 81620; 0; and and ,  ________________________________________________  _______________________________________ _________ a _________________ “corporation” or an “Individual” having a place of business at________ at___ __________ __________ ___________ ____________ ____________ ___________ __________ __________ ______, _, to assure assure the protection protection and prese pre serva rvatio tion n of the confid confident ential ial and/or and/or propri proprieta etary ry na natur ture e of inform informati ation on to be disc disclo lose sed d or made made avai availa labl ble e to each each ot othe herr in co conn nnec ecti tion on wi with th th the e poss possib ible le establishment establishm ent of a commercial relationship between the parties based on the valuable and confid confident entia iall propri proprieta etary ry inform informat ation ion an and d techno technolog logy y of the pa parti rties, es, lis listed ted in Paragraph 1 below, and more specifically described in Exhibit A.

In reliance upon and in consideration of the receipt and evaluation of such disclosures, the parties agree as follows: 1 Proprietary Information: Subject to the limitations set forth in Paragraph 2, all inform informatio ation n disclose disclosed d to the the other ther part rty y sh sha all be deem eemed to be Information, "Proprietary "Prop rietary Information" Information" if i f so noted. noted. In particular, particular, Proprietary Proprietary whether wheth er in oral, written, graphic or electronic form, shall be deem deemed ed to include i nclude information containing any:

a) trade secret

m) engineering

b) invention n manufacturing o)) marketing c) discovery d) know-how p) services q) finances f) process e) technique r) personnel matters of the disclosing party s) present or futu turre products or f) algorithm or computer program (source and services object code) t) sales u) suppliers g) design h) drawing v) clients, present or prospective i) formula w) customers, present or prospective x) employees  j) data relating to any project k)work in progress y) investors z) business affiliations 1) future development

If the Proprietary Information is disclosed in oral form, the disclosing party shall thereafter summarize it in writing riting and t tran ransmit it to the the other (30) days of the oral disclosure. Notwithstanding party wit ithin hin thirty thirty the written summary requirement of this paragraph, both parties agree to apply their best effort not disclose any of the above information, even if  information, except on a need to know not specifically noted noted as Proprietary basis.

2. Excl clu uded Prop roprieta rietary ry Info Inform rmatio ation n: The The te term rm "P "Pro rop prieta rietary ry Information" shall not be deemed to include information which: a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; b) is know known n by the receivin receiving g party party at the time of receivin receiving g such such information as evidenced by its records; c) is hereafter furnished to the receiving party by a third party, as a restriction on disclosure; matter of right and without d) is in inde depe pend nden ently tly de deve velop loped ed by the the re rece ceivi iving ng party party with ithou outt any any brea breach ch of this this Agreement; or e) is the t he subject of a written writt en permission to disclose provided by the disclosing party.

3. Nondis Nondisclosu closure: re: Each Each par party ty shall maintain aintain all Proprieta Proprietary ry Information Information in in trust and confidence and shall not in any way disclose to any third party, or

 

use for any any unauth unauthoriz orized ed pu purpo rpose. se. Each Each party party may may use such such Proprietary Information only to the extent required to accomplish the Specific Purpose. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. No rights or license to trademarks, inventories, trade secrets, copyrights or patents are implied or granted under this Agreement.

4. Degree of Care: Each party represents and warrants that it shall protect the Proprietary Information it receive rec eives s from unauthoriz unauthorized ed use or disclos disclosure ure with ith the the hig highe hest st degre egree e of care care used used by dili dilige gent nt or pr prud uden entt per erso sons ns to pr prot otec ectt their the ir own own con confide fidentia ntiall inform informatio ation n under under circums circumstan tance ces s similar similar to tho those se arising under under this Agreement. Agreement. Each Each party shall limit access access to the Proprietary Proprietary Information only to those employees or agents who have a need to know it, and then only to the extent necessary for such employee or agent to perform her or his work in connection with the Specific Purpose. Further, the receiving party pa rty shall shall advise advise its emplo employee yees s or agent agents s wh who o might ight have have access access to Proprietary Information of the confidential nature thereof and shall obtain from each of such employees and agents an agreement to abide by the this s Agre Agreem emen ent. t. The The re rece ceivin iving g pa party rty shall shall not not dis disclo close se any any te term rms s of  thi Proprie Pro prietary tary Infor Inform mation to any any third par party ty without with out the disclosing disclosing party's party's express, written consent.

5. Return and Destruction of Proprietary Information: All Proprietary Information (including all cop copies ies thereof iin n any form) form) shall shall remain remain the property of disclosing party, and receiving party shall promptly return all tangible, and destroy all electronic files containing Proprietary Information aterials embo embody dying, ing, containin containing, g, summarizing, arizing, or refe referring rring to and an d all materials Proprietary Prop rietary Information Information copi copies es ther thereo eoff in any any fo form rm)) to (includ (inc luding ing all disclosin disc losing g party party after the Sp Specific ecific Purpo Purpose se has has be been en accom accomplish plished ed or if  rece receivi iving ng party party's 's ne need ed for for it has has ot othe herw rwise ise expi expired red,, or upon upon req reque uest st of  disclos disc losing ing party, party, and in any any ev event ent upon upo n termination of this Agreem Agreement. Receiving Party will provide written acknowledgement of the completion of the return and/or destruction of Proprietary Information within 30 days of any event invoking this clause. 6. Forced Forced Disclosu Disclosure re in Leg Legal al Proceed Proceedings: ings: Notwith Notwithstan standing ding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure: (a) is in response to a valid order of a court or other governmental body of the the Unite nited d Sta tate tes s or any any poli liti tic cal subdiv ivis isio ion n thereo reof; pro rov vid ide ed, however, howe ver, that the responding responding party shall first give notice notice to the other party hereto and shall make a reasonable effort to obtain a protective order Proprietary Information so disclosed be used only for the requiring that the purposes for which the order was issued; (b) Is otherwise required required by law; l aw; or

(c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. necessary. 7. Term: This Agreement shall continue in full force and effect as long as the parties continue to exchange Proprietary Information. This Agreement may days written notice be terminated by either party at any time upon ten (10) to the other party. The termination of this Agreement shall not relieve either party of  the obligations imposed by Paragraphs 3, 4, 5, 9, 10, and 11 of this Agreem Agre ement ent with resp respect ect to Proprietary Proprietary Information disclosed prior to the effect ffective ive date date of su such ch term termin inat ation ion and and the the pro provis visio ions ns of thos those e Paragraphs shall survive the termination of this Agreement for a period of five (5) years from the date of  such termination.

 

8. Each Each pa party rty that that receive receives s Proprie Proprietar tary y Informa Information tion hereund hereunder er agree agrees s to defend the disclosing party for any loss or damage suffered as a result of  any breach by receiving party (or any of its officers, directors, employees, or agents) of the terms of this Agreement, including indemnifying for any reasonable fees and expenses incurred by disclosing party in the enforcement or collection of such indemnity, including but not limited to fees and expenses of attorneys, other professionals and expert witnesses. 9. Rem Remed edies: ies: Each Each party party that that receive received d Proprieta Proprietary ry Inform Informatio ation n hereund hereunder er acknowledges acknowled ges and agrees that in the event of any breach of this Agreem Agreement ent by receivi receiving ng party, party, includ including ing wi withou thoutt limitat limitation ion the actual actual or threate threatened ned disclosu disc losure re of Pro Proprie prietary tary Inform Informatio ation n withou withoutt the prior prior express express written written consent of disclosing party, disclosing party will suffer irreparable injury compensate disclosing party. such that no remedy at law will adequately

 

Accordingly, in addition to any remedy or relief available to disclosing party at law or in equity equity,, receiv receiving ing party agree agrees s that that disc disclosi losing ng party party shall shall be specific spec ific performance performance under this Agreem Agreement, ent, as entitled to receiving party's well as such further interim and final injunctive relief as may be granted by a court of competent jurisdiction. 10. Rem Remedies edies for Breac Breach h by Employe ployees es or Ag Agen ents: ts: At the reque request st of  disclo dis closin sing g party party,, each each party party th that at receive rec eives s Proprieta Proprietary ry Informa Information tion hereun her eunder der agrees agrees to promptly promptly pursue pursue all remedie remedies s at its own own expens expense e against its former and current employees and agents who are in the opinion to have or have breached this Agreement, or, at of disclosing party believed the opinion and upon the request of disclosing party, receiving party agrees to take all such actions necessary to enable disclosing party to pursue in the remedies against such persons. persons. name of receiving party any or all of such remedies 11 Ve Venu nue: e: This This Agree Agreem ment ent is made ade in ac acco cord rdan ance ce with an and d shall shall be governed and construed under the laws of the State of Florida. In any legal action relating to this Agreement, each party agrees to the exercise of jurisdiction over it by the state or federal court for the County of Pinellas, acknowledges es and agrees to any judgm j udgment ent State of Florida, U.S.A. Each party acknowledg rendered in any country or jurisdiction in which it now or may in the future maintain a principle place of business, and hereby irrevocably consents to all processes in connection with any such enforcement.

12. Assignment: Any attempted assignment of the rights or delegation of  Agreement shall be void without the prior written the obligations under this consent of the non-assignment or non-delegating party. In the case of any perm pe rmitted itted as assig signm nmen entt or tra trans nsfer fer of or unde underr this this Agree Agreem ment, ent, this Agreement or the relevant provisions shall be binding upon, and insure to the the ben enef efit it of, of, the the su suc ccess cessor ors, s, exe executo cutors rs,, heirs eirs,, representatives, administrators and assigns of the parties hereto. 13. Notices: Any notices required or permitted hereunder shall be given to the appropria appropriate te pa party rty at the address add ress specified below below or at such such other other address as the party shall specify in writing, mail, postage prepaid, three (3) days after the date of mailing.

AUTHORIZED & AGREED BY:

AUTHORIZED & AGREED BY:

Print Name:

Print Name: Andrew Thacker

Signature:

Signature:

 Title:

Title:

Date:

Date:

Address:

Address: New Millennium Group, POB 396, Vail, CO 81658

 

MUTUAL NON-DISCLOSURE AGREEMENT (NDA)

EXHIBIT A

Review of each other's existing technolog t echnologies, ies, documents and plans to exploit those technologies, documents docum ents and plans tto o attain mutually beneficial objectives (the "Specific Purpose"). XXXXXX XXX XXXXXX XXXXXX XXXXXX XXXXXX XXX Here ends Exhibit A XXX XXXXXX XXXXXX XXXXXX XXXXXX XXXXXX XXXXXX XXXXXX XXXXXX XXX