|
Exhibit 10.6
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT ("
Agreement ") is entered into this 2nd day of
February, 2006 by and between Sun Energy Solar, Inc., a Delaware
company having an address at 6408 Parkland Drive, Suite 104,
Sarasota, Florida 34243, United States of America ("
Company "), and Robert Fugerer, an individual
residing in the state of Florida, and having an address at 4819 Sky
Blue Drive, Lutz, FL 33558(" Recipient
").
RECITALS
A. Company
and Recipient have initiated or intend to initiate
discussions concerning the possibility of entering into a
mutually advantageous business relationship whereby Recipient
shall perform certain services on behalf of and for the
benefit of Company (the “ Limited
Purpose ”).
B. To
facilitate the disclosure of certain Confidential Information
(as defined below) by Company to Recipient, the parties
desire to enter into this Agreement.
AGREEMENT
Now
therefore , in consideration of the foregoing
recitals, which are hereby incorporated into this Agreement
by reference, and the mutual covenants and agreements
contained herein, and other good and valuable consideration,
the adequacy and receipt of which is hereby acknowledged, the
parties agree as follows:
1.
Definitions . In addition to the
terms defined elsewhere in this Agreement, the following terms
shall have the following meanings :
(a)
"
Confidential Information " mean any information,
whether written, oral, magnetic, photographic, optical, or other
form, tangible or intangible, which has been, or after the date
hereof will be, furnished or disclosed by Company, or its
employees, consultants, representatives or agents, or which
Recipient may have access to in connection with the Limited
Purpose, which has been designated as being confidential, or which
under the circumstances of disclosure reasonably ought to be
treated as confidential, including but not limited to any
information pertaining to or regarding the business, financial
condition, pricing, sales, strategies, plans, customers, suppliers,
properties and operations of Company (including such information
visually available to Recipient at Company’s premises or
Company presentations), and including without limitation all
technical information of any nature whatsoever and all business
plans, inventions, trade secrets, know-how, methodologies,
concepts, techniques, discoveries, computer programs (including
functionality and source code), processes, drawings, designs,
research, plans or specifications relating
thereto.
(b)
"
Related Party " or " Related
Parties " shall mean the directors, officers, employees,
legal, tax and other professional advisors or consultants of
Recipient, to the extent such entities or persons receive
Confidential Information.
2.
Non-Disclosure and Restricted Use of Confidential Information
.
(a)
Recipient
shall keep in strictest confidence and trust all Confidential
Information and, except upon the express prior written consent of
Company, Recipient shall (i) not disclose any Confidential
Information to any other entity or person, and (ii) use the
Confidential Information solely as necessary to implement the
Limited Purpose and not for Recipient’s own benefit or for
the benefit of any other entity or person. Recipient
shall take all reasonable safeguards to prevent the disclosure or
misuse of the Confidential Information, including without
limitation such measures as the Recipient takes to safeguard its
own confidential information, and shall not photocopy, transcribe
or otherwise reproduce or modify any of the Confidential
Information except as necessary to implement the Limited Purpose or
otherwise upon the express written consent of the
Company.
(b)
Recipient
may disclose the Confidential Information to Related Parties on a
"need to know" basis only. Recipient shall inform all
Related Parties who have access to the Confidential Information
that such Confidential Information is confidential and proprietary
to Company and shall require each such Related Party to agree to
restrictions and obligations at least as strict as those set forth
herein prior to disclosure of any Confidential
Information. Recipient shall diligently enforce any and
all confidentiality agreements with Related Parties and shall be
responsible and liable for any breach of the confidentiality
obligations and restrictions on use set forth herein by any Related
Party.
(c)
The
obligations of Recipient stated in the preceding paragraphs of this
Section 2 shall not apply to information that (i) is or becomes
generally known or available to the public through no wrongful act
of the Recipient; (ii) was in the Recipient's possession at the
time of disclosure or receipt, as evidenced and verified by prior
tangible evidence, and was not acquired under an obligation of
confidence; (iii) Recipient demonstrates was rightfully received by
it from a third party after the time it was disclosed or obtained
hereunder, provided that such third party was not under an
obligation of confidence with the Company at the time of the third
party’s disclosure to Recipient; (iv) is independently
developed by Recipient without use of or reference to the
Confidential Information and without breach of this Agreement, as
evidenced and verified by prior tangible evidence; or (v) is
required to be disclosed in a judicial or administrative
proceeding, or as otherwise required to be disclosed by law, in any
such case after all reasonable legal remedies for maintaining such
information in confidence have been exhausted, including, but not
limited to, giving Company as much advance notice of the
possibility of such disclosure as practical so Company may attempt
to stop such disclosure or obtain a protective order concerning
such disclosure. Recipient shall provide Company with
written notice no less than five (5) days prior to the disclosure
or use of any information of Company pursuant to this Section 2(c),
subsections (i) through (v).
(d)
Recipient
shall (i) notify Company immediately of any unauthorized
possession, use or knowledge of the Confidential Information, (ii)
promptly furnish Company full details of such possession, use or
knowledge, and (iii) cooperate with Company against third parties
as may be deemed necessary by Company to protect its proprietary
rights in the Confidential Information.
3.
Term of Agreement . This Agreement shall be
effective as of the date of first disclosure of Confidential
Information and may be terminated, without cause, with respect to
future disclosures upon thirty (30) days prior written notice to
the other party; provided however, that all rights and obligations
accrued prior to such termination shall survive the termination of
this Agreement. Notwithstanding anything herein to the
contrary, the nondisclosure obligations and restrictions on use
with respect to any Confidential Information shall continue and
bind Recipient for a period of five (5) years after the date of the
last disclosure of Confidential Information hereunder, except that
the nondisclosure obligations and restrictions on use with respect
to any Confidential Information that const
|
