Exhibit 10.(a)2
CONFIDENTIALITY
THIS
CONFIDENTIALITY AGREEMENT (this "Agreement") is executed and
delivered
on this 17th day of December 2004, by and
between Silistra Municipality, (herein
after SILISTRA) a municipality
in Bulgaria,
with offices at 33,
Simeon Veliki
Str., Silistra 7500, Bulgaria, and Biosphere Development Corp., (hereinafter
BDC) a subsidiary of Global Environmental Energy Corp (NASDAQ
OTCBB: GEEC; DAX:
LFT) located at Magna Carta Court Nassau
Bahamas.
WITNESSETH:
WHEREAS,
SILISTRA together with its, affiliates, assigns and designees,
would like to enter into discussions with
BDC which discussions
are intended to
lead to the formation of a Joint Venture
Company (hereinafter "JVC") on terms to
be agreed between BDC and SILISTRA,
WHEREAS,
SILISTRA and BDC, via the intended JVC intend to employ BDC's
supply Biosphere(TM)Technology,
WHEREAS,
in connection with same, BDC may disclose to SILISTRA
certain
confidential information, referred to
herein as the "Confidential Information".
NOW,
THEREFORE,
in consideration of the premises and for other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as
follows:
Restriction on Use of Confidential
Information.
SILISTRA agrees
to receive the Confidential Information in confidence, and
agrees not to use the Confidential Information for any purpose,
other than to
fulfill its obligations to BDC.
Restriction on Disclosure of Confidential
Information.
SILISTRA agrees
not to disclose the
Confidential
Information to any third
party, other than (a) to SILISTRA's agents
and employees (the "Representatives")
who have a need to know the Confidential information, provided that each such
Representative receiving any of the
Confidential Information shall be advised of
the confidential nature of same and shall be under the same obligation of
maintaining such information in confidence either by reason of his or her
employment by Subcontractor or by reason of a valid and enforceable
Confidentiality Agreement between
Subcontractor and its Representatives, or (b)
to governmental or regulatory
authorities
upon subpoena or
similar process or
request; or (c) as otherwise required by
law, without the prior written consent
of BDC.
Compelled Disclosure.
SILISTRA agrees
that if it or its
Representatives are le
