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eSUNTech eSolutions Provider …. Technology Focused

eSUNTech Canada Inc 2110 McKay Avenue Windsor, ON N9B 3X9 Canada Ph : 519 341 3586 info@emicro-tech.com

eSUNTech Inc 17800 Woodward Ave, Suite 225 Detroit, MI 48203 USA Ph : 313 279 5226 www.esun-tech.com

Non-Disclosure Agreement In order to protect Confidential Items, as defined below, which may be disclosed, shown or transferred between them, the undersigned parties (each, a “Party” and collectively, the “Parties”) agree that: 1.

The disclosure of Confidential Items may be made by either of the Parties, in its sole discretion, to the other.

2.

Confidential Items mean the following information and materials provided or disclosed by one Party to the other, either before and after execution of this Agreement, in whatever form or medium, including both oral and written communications:

3.

a.

Technical data, architecture, specifications and all other non-public information relating to a Party’s products and services;

b.

Information relating to a Party’s manufacturing and production activities, including but not limited to product composition and systems, processes, techniques and methods relating to the manufacture, assembly, installation and application of products;

c.

Information relating to a Party’s research and development efforts, business plans and strategies, marketing plans, budgets, financial records, and strategic partnerships or arrangements;

d.

Product costs and pricing, bid practices and procedures, and contract costs and pricing;

e.

A Party’s proprietary algorithms, technologies, know-how, tools, software, software designs and databases, including without limitation, the source and object code of software programs, databases, database schema and the structure, sequence and organization thereof, the architecture and flow logic of software programs and all non-public documentation reflecting or relating to the foregoing;

f.

Information relating to any inventions, solutions, systems, products or projects proposed by or under development by a Party, including without limitation, a Party’s concepts, ideas, plans, designs, techniques, approaches, technical data, technologies, specifications and applications relating thereto;

g.

Non-public information relating to a Party’s customers and potential customers, and all information provided by a Party’s customers on a confidential basis; and

h.

All other information that a Party designates in writing as “Proprietary” or “Confidential.”

A Party receiving Confidential Items (the "Recipient") from a disclosing Party (“Discloser”) shall use and disclose the Confidential Items solely for the purpose of allowing the Parties to evaluate a possible business deal or relationship between them, and/or for the purpose(s) set forth in Exhibit A hereto, which is incorporated herein and made a part hereof.

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4.

Recipient shall restrict disclosure of the other Party’s Confidential Items solely to those of its employees and approved advisors/consultants (“Representatives”) with a need to know in order to fulfill the purpose(s) set forth in Section 3 and/or Exhibit A to this Agreement, and shall advise all such persons with access to Confidential Items of the existence and terms of this Agreement and of the confidentiality and non-use obligations contained herein. Confidential Items may only be disclosed to a Party’s outside advisors/consultants if the Discloser is notified in advance and consents to such disclosure and such advisor/consultant signs a confidentiality agreement in substantially the same form as this Agreement. Except for the specific purpose(s) described herein, the Recipient of any Confidential Items agrees not to directly or indirectly develop, produce, sell, exploit, deal in or otherwise use or appropriate the Confidential Items of the Discloser hereunder in any way whatsoever, including but not limited to adaptation, imitation, redesign, modification or reverse engineering. Recipient may not use the Discloser’s Confidential Items to compete with the Discloser. Recipient shall retain within its company any sample materials, software, hardware, equipment or other items that are furnished by the other Party hereto. Further, Recipient will not, directly or indirectly, analyze, decompile, disassemble or otherwise reverse engineer any of the foregoing items without the prior written approval of the other Party. Recipient shall be responsible and liable for its employees and Representatives’ improper disclosure or use of the other Party’s Confidential Items, or of any other violation of this Agreement.

5.

Recipient will use at least the same degree of care (but no less than a reasonable degree of care), to avoid unauthorized disclosure or use of the other Party’s Confidential Items as the Recipient employs with its own most sensitive trade secrets and Confidential Items.

6.

The limitations on disclosure and use shall not apply to any items which: a.

are available to the public or become available to the public through no fault or action of the Recipient, its employees and Representatives;

b.

are already known by the Recipient at the time of disclosure, as shown by prior written records; or

c.

are rightfully received by the Recipient from a third party without a duty of confidentiality.

The Party claiming any of the above exceptions has the burden of proving its applicability. 7.

Each of the Parties shall be responsible for its own expenses in providing Confidential Items, conducting evaluations, and reporting the results of an evaluation, unless other specific arrangements are made in writing.

8.

Any sample materials, software, hardware, equipment or other items to be evaluated or used in an evaluation that are furnished by the supplying Party, shall remain the property of the supplying Party and shall be returned to that Party at the conclusion of the evaluation, or upon request of the supplying Party ,unless other arrangements are made in writing. Upon a Party’s termination this Agreement and/or upon the request of the Discloser Party, Recipient shall return all of Discloser’s Confidential Items, or destroy them as directed by Discloser. Recipient shall retain no copies of the other Party’s Confidential Items (including compilations, analyses or other documents which include Confidential Items), and shall certify in writing for the Discloser its compliance with this provision. During the exchange and supply of Confidential Items, sample materials, software, hardware, equipment and other items between the Parties hereto, each Party shall retain all of its right, title and interest in both the tangible and intangible property belonging to said Party, including without limitation, all patent, copyright, trademark, trade secret and all other intellectual property rights now or hereafter subsisting therein. There shall be no license implied to either Party under any intellectual property right of the other. This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, agency, partnership or formal business entity of any kind and the rights and obligations of the Parties hereto shall be limited to those expressly set forth herein.

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9.

Each Party disclosing Confidential Items represents and warrants that it has the right to make such disclosures under this Agreement. The Recipient of any Confidential Items provided hereunder understands that no representation or warranty is being made by the Discloser as to the completeness or accuracy of the information provided, except as may be otherwise agreed to in a definitive agreement that is executed upon consummation of a transaction between the Parties. No Party has an obligation under this Agreement to purchase from or supply to the other Party any product or services.

10.

A Party may terminate this Agreement upon thirty (30) days’ prior written notice to the other Party; provided, however that the termination of this Agreement shall not relieve either Party of its obligations hereunder with respect to (i) Confidential Items disclosed prior to its termination, and (ii) the return of Confidential Items, materials, software, hardware, equipment and other items as set forth herein; all such obligations shall survive the termination of this Agreement. The obligations imposed on the Parties shall continue with respect to the Confidential Items disclosed hereunder until such information shall cease to be secret and confidential and shall be in the public domain, unless such event shall have occurred as a result of wrongful conduct by any Party or its employees or Representatives, or a breach of the covenants set forth in this Agreement.

11.

Each Party agrees that it will not, without the other Party’s prior written consent, solicit, offer to hire, employ or engage the services of any employee or consultant of the other Party during the term of this Agreement and the eighteen (18) month period following its termination. 12. This Agreement sets forth the entire agreement between the Parties with respect to Confidential Items and supersedes all prior agreements between the Parties on that subject. No provision of this Agreement may be amended, waived or modified, except by a writing signed by both of the Parties. This Agreement shall be construed in accordance with the laws of the Province of ONTARIO, without regard to the conflicts of laws provisions thereof. The Parties acknowledge that any unauthorized disclosure or use of Confidential Items, or any violation or threatened violation of this Agreement would cause substantial and immediate damage to the Discloser Party, entitling the Discloser Party, in addition to other available remedies and damages, to an injunction prohibiting the Recipient from any such disclosure, attempted disclosure, use, violation, or threatened violation, and the Parties further agree to waive any requirement for the securing or posting of any bond in connection with such remedy. In the event of a breach of this Agreement, the non breaching Discloser Party shall be entitled to recover from the Recipient breaching Party all reasonable costs and attorneys’ fees incurred by the Discloser in enforcing the rights and obligations hereunder. In the event of any dispute between the parties to this agreement, the point of dispute shall be referred to an agreed arbitrator by both parties and the decision or order pronounced by the arbitrator shall be final and binding on both the parties. If the dispute could not be resolved by the agreed arbitrator, then the dispute may be tried in the state or federal courts of the Province of ONTARIO; and the Parties hereby consent and submit their person to the jurisdiction of said courts for such purpose. No Party may assign its rights or obligations under this Agreement. This Agreement shall bind the Parties, their Representatives, heirs, successors and permitted assigns. This Agreement may be executed in counterparts, and via facsimile (with originals to follow by mail), each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same Agreement.

13.

If any Party becomes legally obligated to disclose the other Party's Confidential Items, the Party subject to the obligation shall notify the other Party in writing promptly and shall cooperate with the other Party at the other Party's expense in seeking a protective order or other appropriate remedy. In any court action, the Parties, at the request of any Party, agree to enter into a consent order governing discovery protection and exchange of confidential information containing terms similar to those herein set forth.

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14.

In the event of a breach of this Agreement, the breaching Party shall indemnify and hold the Discloser Party harmless from and against all damages, losses and costs (including reasonable attorneys and expert witness fees), incurred as a result of the breach. The remedies set forth herein are cumulative and in addition to all other remedies available at law or in equity. If any provision of this Agreement is determined to be overly broad and thereby unenforceable, a court may substitute a reasonable, judicially enforceable limitation in its place, and the Agreement will be enforceable as so modified.

15.

Upon execution by both Parties, this Agreement shall immediately take effect.

IN WITNESS WHEREOF, the Parties hereto agree to be bound by the terms and conditions set forth herein as evidenced by their authorized signatures below.

_______________________ (Entity Name) By (Authorized Signature)

(SEAL)

eSUNTech Canada, Inc. (SEAL)

By (Authorized Signature)

(Printed Name/Title

Sivakumar Sankar/President (Name/Title)

Date: _____________________

Date: _____________________

Address for Notice:

Address for Notice:

___________________________

2110 McKay Avenue,

___________________________

Windsor, ON N9B 3X9, Canada

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EXHIBIT A TO NON-DISCLOSURE AGREEMENT

THIS PAGE IS INTENTIONALLY LEFT BLANK

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