STANDARD NON-DISCLOSURE AGREEMENT (dealer / employee)
This is an Agreement, effective _____________ between AllH2, Inc., an Arizona Corporation whose address is 4602 E. Elwood St., Suite 1, Phoenix, AZ 85040, hereinafter know as (“COMPANY") and ________________________________, hereinafter known as ("Recipient"). AllH2, Inc. is engaged in the business of research, development, manufacture and sale of Hydrogen Fuel Cell technology and alternative energy systems. The undersigned acknowledges and agrees to the following terms and conditions: 1. During the term of this agreement, there may be disclosed to Recipient certain confidential information (“confidential information”). 2. Recipient understands and acknowledges that COMPANY confidential information consists of information and materials that are valuable and not generally known by COMPANY competitors. COMPANY confidential information consists of but is not limited to: (a) The terms and conditions of this non-disclosure Agreement, the existence of discussion between COMPANY and recipient concerning current or future projects. (b) Technical information: Any and all information concerning COMPANY current, future or proposed products, including, but not limited to, unpublished computer code (both source code and object code), drawings, specifications, notebook entries, technical notes and graphs, computer printouts, technical memoranda and correspondence, product development Agreements and related Agreements. Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs, designs, costs, and research projects. (c) Business information: Materials relating to COMPANY purchasing, accounting and marketing, including, but not limited to, marketing plans, sales data, unpublished promotional material, cost and pricing information and customer lists, sources of supply, financial data, production, or merchandising system or plans, business opportunities, research, development or know-how, research, personnel, names, or product plans. (d) Information of the type described above which COMPANY obtained from another party and which COMPANY treats as confidential, whether or not owned or developed by COMPANY. 3. Purpose of Disclosure: ________________________________________________
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4. Nondisclosure: In consideration of COMPANY disclosure of its confidential information to Recipient, Recipient agrees that it will treat COMPANY confidential information with the same degree of care and safeguards that it takes with its own confidential information, but in no event less than a reasonable degree of care. Recipient agrees that, without COMPANY prior written consent, Recipient will not: (a) Disclose COMPANY confidential information to any third party; (b) Make or permit to be made copies or other reproductions of COMPANY confidential information; or (c) Make any commercial use of the confidential information. (d) Engage in directly or indirectly in the development, manufacture, marketing or sales of a competing product that is marketed or sold by or planned to be marketed or sold by COMPANY. (e) Recipient will not disclose COMPANY confidential information to Recipient's employees, agents and consultants unless: (f) They have a need to know the information in connection with their employment or consultant duties; and (g) They personally agree in writing to be bound by the terms of this Agreement. Recipient further agrees to accept full liability for violation of this Agreement by its employees, contractors, associates, or consultants that it may work with who have access to this information. 5. Ownership of Intellectual Property The term intellectual property is used to include (a) Inventions, registerable designs or any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; and (b) Copyrightable or copyrighted material, abridgement, revision or other form in which an existing work may be recast, transformed or adapted or any improvement thereon; and (c) Patentable or patented material or any improvement thereon. (d) Works of art, computer software, trademarks, confidential information, trade secret material and other recognized forms designed for or by the COMPANY in conjunction with development of the system. Recipient further agrees that the COMPANY will have sole proprietary interest in any intellectual property developed by it during the course of its retainer. _______ initials
6. Return of Materials: Recipient shall return all documents and property to the COMPANY, including but not necessarily limited to drawings, blueprints, reports, manuals, correspondences, customer list, computer programs, and all other materials relating in any way to the COMPANY business and not retain copies thereof. 7. Term: This Agreement and Recipient's duty to hold COMPANY confidential information in confidence shall remain in effect until the above-described confidential information are no longer confidential information or until COMPANY sends Recipient written notice releasing Recipient from this Agreement, or for 36 months, whichever occurs first. 8. No Rights Granted: Recipient understands and agrees that this Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in COMPANY confidential information to Recipient. 9.No Warranty: All confidential information remains the property of COMPANY no license or other rights are in the confidential information is hereby granted. 10. Injunctive Relief: Recipient recognizes and acknowledges that any breach or threatened breach of this Agreement by Recipient may cause COMPANY irreparable harm for which monetary damages may be inadequate. Recipient agrees, therefore, that COMPANY shall be entitled to an injunction to restrain Recipient from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing COMPANY from pursuing any remedy at law or in equity for any breach or threatened breach of this Agreement. 11. Attorney Fees: If any legal action arises relating to this Agreement, the prevailing party shall be entitled to recover all court costs, expenses and reasonable attorney fees. 12. Modifications: This Agreement constitutes the entire Agreement with respect to confidential information and supersedes all prior or contemporaneous oral or written Agreements concerning confidential information. All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective. 13. No Agency: This Agreement does not create any agency or partnership relationship between the parties. 14. Applicable Law: This Agreement is made under, and shall be construed according to, the laws of the State of Arizona. 15. This Agreement shall be binding upon and inure to the benefit of the COMPANY, and its successors, heirs and assigns.
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Understood and agreed to by duly authorized representatives of the parties.
Recipient By: ____________________________________ (Signature) ________________________________________ (Typed or printed name) Title: __________________________________ Date: __________________________________
For AllH2, Inc.. By: ____________________________________ (signature) _______________________________________ (typed or printed name)
Title: ___________________________________ Date: __________________________________