PROPRIETARY AND CONFIDENTIAL
Not to be reproduced or disseminated to anyone without the prior written approval of
Charged Motion, Inc and its Associates listed below.
NON-DISCLOSURE AND SECRECY AGREEMENT
This Agreement is effective as of the day of accessing this
document, by and between Charged Motion, Inc,TRISTRAM W.
METCALFE III, and WALTER T. CARDWELL, JR, having a place of
business at 142 Main Street,Northampton, MA 01060
(hereinafter "Charged Motion and Associates"), and anyone
viewing this document(hereinafter "Confidant").
Whereas, Charged Motion and Associates own and are developing
further proprietary technical, nontechnical, and business
information relating to the company Charged Motion, Inc and
the invention described below, and applicationst hereof, all
of which Charged Motion and Associates wish to keep secret and
confidential ("Confidential Information"); Whereas, Charged
Motion and Associates intend to create a new Corporation to
be called The Electrostatic Propulsion Consortium or EPC tht
will conduct research in all aspects of electrostatic
propulsion that it deems relevant with the goal of making
available only to members of the consortium the results of
that research, the proprietary technical, non technical,
and business information relating to the company Charged
Motion, Inc and The Electrostatic Propulsion Consortium and the
invention described below, and applications thereof, all of
which Charged Motion and Associates wish to keep secret and
confidential("Confidential Information"). Whereas, Confidant
desires to have access to the Confidential Information or
portions thereof for whatever reason,and has acknowledged the
confidentiality of the Confidential Information, and agreed
to receive and hold it in confidence; Now, Therefore, in
consideration of the premises and of the obligations
hereinafter set forth, IT IS AGREED as follows:
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Confidant will not use any aspect of the Confidential
Information for any purpose other than that expressly
set forth herein wihout Charged Motion's and the
Associates listed above prior written consent.
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Confidant will maintain the Confidential Information in
confidence, and will not disclose any aspect of the
Confidential Information to third parties without prior
written consent of Charged Motin's and the Associates
listed above.
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The nonuse, confidentiality and nondisclosure obligations
of this Agreement will not apply to any information which
now or hereafter becomes generally and conveniently available
to the public other than through breach of this Agreement
or through any other act of Confidant or Confidant's agents
which releases the information, or breach any other
Non-Disclosure and Secrecy Agreement to which Charged
Motion and/or Associates are a party. Nor will the
nonuse, confidentiality and nondisclosure obligations of
this Agreement apply to any information which Confidant
can demonstrate from Confidant's own written records to
have been already been in Confidant's possession,
provided that in such event, Confidant so notifies Charged
Motion and provides copies and such records within 60 days
after Confidant's first receipt of any such information
from Charged Motion and/or Associates.
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This Agreement does not grant to Confidant any license
or rights under or to any aspect of the Confidential
Information, or under any Letters Patent which have or
may issue based thereon or relating thereto, nor is
there any implied obligation of Charged Motion or the
Associates to grant such license or right to Confidant
in the future.
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In the event of a release or the threat or possibility
of release of the Confidential Information by Confidant,
Confidant agrees that Charged Motion and/or the
Associates shall be entitled to an immediate Injunction
from any court of competent jurisdiction preventing such
release, and if released, an Injunction requiring the
return of the information. Confidant, by viewing this
document, stipulates to the value of the Confidential
Information, concedes that Charged Motion and/or the
Associates will be greatly damaged by such a release and
waives notice of the hearing on the Injunction and the
right to be present and defend.
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If Confidant breaches this Agreement, Confidant agrees to
forfeit any investments made to develop the Confidential
Information and agrees to reimburse, indemnify and save
Charged Motion and Associates harmless for all past,
present and future costs, expenses, damages and profits
that Charged Motion and Associates and all other
investors in the Confidential Information have or will
incur or enjoy.
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This Agreement states the entire Agreement between the
parties concerning the use and disclosure of Confidential
Information. Any addition or modification to this Agreement
must be made in writing and signed by all parties. This
Agreement is to be interpreted in accordance with the law
of Massachusetts, without regard to the conflicts of law
provisions therein.