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PROPRIETARY INFORMATION and Non Disclosure AGREEMENT

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PROPRIETARY INFORMATION and Non Disclosure AGREEMENT Powered By Docstoc
					                      NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT




          NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

THIS AGREEMENT is made and entered into this 5th day of May, 2008, by and
between:

          _________________________________________________________________,
          a
          _________________________________________________________________,
          (hereinafter called “Installer”), having its registered address at
          ______________________________________________________________ and

          Superstrike Investments 68 (Pty) Limited T/A QPower (hereinafter called
          QPower), a Private Company, having its registered address at P.O. Box 55860
          Northlands 2116.

                CONDITIONS OF NON-DISCLOSURE:
The parties have concluded that the following understanding should establish the
conditions under which the Proprietary Information of the parties can be disclosed or
exchanged.
     1. The Proprietary Information may include, for example, business plans, data
        reports, methods of doing business, customer lists, price lists, studies, findings
        and ideas, but is not limited to these items.
     2. The parties intend to maintain the trade secret status of its QPower’s Proprietary
        Information.
     3. QPower shall designate or mark the proprietary nature of its Proprietary
        Information as "Confidential or in some other appropriate manner, so that the
        Installer is aware that its receipt is governed by the terms of this Agreement. In the
        event of verbal disclosures, QPower shall promptly inform the Installer if such
        disclosure is confidential. In addition, all program materials and vendor names are
        considered Proprietary Information.
     4. It also includes collectively, all of the intellectual property in respect of or
        relating to or resulting from or derived from or attaching to the know-how,
        QPower’s signage, the trade marks and/or the trade name, it being recorded that
        the QPower is the proprietor of the intellectual property. For the purposes of this
        agreement, know how shall be deemed to include but is not be limited to: the
        QPower’s distinctive styles, systems, knowledge, operational expertise,
        experience, goodwill, copyrights, trade marks, trade secrets, information,
        management control systems, procedures for inventory, store design and lay-out.
        Know-how includes all confidential technical and commercial information
        relating to the operation of the business system existing from time to time,
        including, without limitation, information contained in the operating manual or
        other documents together with unrecorded information known to individuals who


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   are office bearers or employees or QPower. Technical information includes inter
   alia all specifications, methods of production or manufacture, coordinating and/or
   accumulating various components, ingredients, accessories and formulae
   developed or utilised by QPower
5. The Proprietary Information relates to the supply and commissioning of
   Sustainable Power and Energy Solutions, and includes the business of setting up
   of any franchise outlet of the QPower, which offers Green and alternative Power
   Solution and Power saving products and packages for sale. Included in the method
   of operation is the establishing and operating as a supplier to parties that will trade
   as an energy solution franchise (the business) wherein QPower supplies goods or
   specifies the supplier of goods, co-ordinates and/or accumulates various
   components, accessories, methodologies and business practices and facilitates in
   setting up the operation of the business in a specified format, so devised and
   originated by QPower and recorded in its operating manual, and includes any
   improvements or variations made to the business system and who is the owner of
   certain intellectual property rights used in conjunction with the business system;
6. The Installer acknowledges that he has no knowledge and has not participated in
   the development of the know-how or intellectual property other than that acquired
   from QPower in terms of the agreement;
7. The Installer agrees that the know-how and intellectual property, brand names etc.
   are the property of QPower and that it constitutes confidential information in
   which QPower has made a substantial investment and that it has a legitimate right
   to protect itself against unlawful or unauthorised disclosure;
8. The Installer shall not, during the subsistence of this agreement or at any time
   after its termination, disclose, exhibit or reproduce to any person whatsoever,
   other than those persons in its employment to whom disclosure must be made to
   enable the business to be conducted, any aspect of the know-how;
9. The Master Installer undertakes that, save as provided herein, it shall not during
   the subsistence of this agreement nor at any time after its termination for any
   cause whatsoever, for its own benefit or on behalf of any other person, directly or
   indirectly, make use of, avail itself of or derive any profit, benefit, or advantage
   from the Franchisor confidential information, which includes but is not limited to
   the know-how;
10. During the period of this agreement nor after the termination for whatsoever
    reason, for his own benefit, make use of, or derive any profit from, nor benefit
    from any other information that is the property of QPower;
11. The Installer acknowledges that the intellectual property and know-how, that has
    been developed and are being developed, remain the property of QPower, and the
    Installer has no right in respect thereof, unless as is provided for in this agreement.




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  12. The parties’ representatives for disclosing and receiving Proprietary Information
      are designated below. Said representative shall make all arrangements and be
      informed of all communications relating to this Agreement.
  13. Each party shall exercise reasonable care to prevent disclosure of the party’s
      Propriety Information to any third party, except as may be authorized in writing by
      the other party. Internal dissemination of Propriety Information shall be limited to
      those employees whose duties justify their need to know such information and
      then only on the basis of a clear understanding by these employees of their
      obligation to maintain the trade secret status of such information and to restrict the
      us of such information solely to the use granted to the other party under this
      agreement.
  14. The parties shall not use the Proprietary Information disclosed by the other party
      under this Agreement for any purpose except for evaluation of the possibility of
      entering into a business venture, or other some form of commercial arrangement
      between the parties. Upon request by either party, the other shall return all
      Proprietary Information.
  15. Nothing hereinabove contained shall deprive either party of the right to use or
      disclose any information:
          which is, at the time of disclosure, generally known to the trade or the
           public;
          which becomes at a later date generally known to the trade or the public
           through no fault of either party and then only after said later date;
          which is possessed by either party or is subsequently independently
           developed by either party, as can be demonstrated by written or other
           tangible evidence; or
          which is disclosed to either party in good faith by a third party who has an
           independent right to such information.

CONDITIONS OF NON-CIRCUMVENTION:
  1. This is to reaffirm that each of the named parties as individuals and as duly
     authorized officers of the named corporations, separately and individually, hereby
     agree to keep confidential the names, telephone information of the banks, trusts,
     lenders or borrowers, lending institutions, corporations, buyers, sellers, groups
     and individuals introduced by any of the named parties or of their associates. Such
     information is considered the property of the introducing party/company, and shall
     remain so for the term of this Agreement.
  2. The parties of this Agreement acknowledge that no effort shall be made to
     circumvent its terms in an attempt to gain commissions, fees, remunerations, or
     considerations to the benefit of any of the parties of this Agreement, while
     excluding equal or agreed to benefits to any of the other parties.



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   3. It is also understood that a party(s) cannot be adjudged to be in violation is
      involuntary due to situations beyond their control. In the case of prior knowledge
      or possession of information regarding a specific source(s), the reintroduction of
      said source(s) shall only apply to the stipulations of this Agreement for the current
      transaction.

GENERAL CONDITIONS:
   1. This Agreement shall be governed and construed in accordance with the laws of
      South Africa. Any controversy or claim arising out of or relating to this
      Agreement, or breach thereof, and which is not settled between the parties and the
      South African Arbitration department, with hearings to take place in
      Johannesburg, South Africa, or another mutually agreed upon location. Judgment
      upon the award rendered by the arbitrator, may be entered in any court having
      jurisdiction thereof, plus any and all court costs, attorney fees and any other costs
      or charges reasonably necessary to adjudicate the controversy.
   2. This agreement shall be for 2 years from the date affixed above and shall apply to
      any and all transactions entertained by the parties hereto, including subsequent
      follow-up, repeat, extended or renegotiated transactions, as well as to the original
      transaction, regardless of the success of the project.
   3. This Agreement is not valid unless signed and exchanged by the respective parties
      of this transaction.
   4. This document shall in no way be construed as being an Agreement of partnership
      in such a way that any of the individual parties to this Agreement shall have any
      claim against any separate dealings, ventures, or assets of any other party, nor
      shall any party be liable for any other party's commitments or liabilities in
      business or personal dealings or situations.
Essentially, the spirit behind the Agreement is one of mutual trust and confidence and of
the reliance upon each other to do what is fair and equitable.
This Agreement shall be effective on the date first shown above and constitutes upon
execution by the parties a legally binding CONFIDENTIAL AND NON-
CIRCUMVENTION RELATIONSHIP AGREEMENT. THE PARTIES AGREE THAT
FACSIMILE COPIES OF THIS AGREEMENT WILL BE CONSIDERED THE SAME
AS ORIGINALS.
DATED this 5th day of May 2008

For: QPower
By: Mr. A Vorster

Signature:    _________________________________

For:          _________________________________




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By: Mr.      _________________________________

Signature:   _________________________________




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