Joint Venture Disclosure Agreement

JOINT VENTURE DISCLOSURE AGREEMENT

This Joint Venture Disclosure Agreement (the Agreement) is made and entered into as of by and between Party A: , with principal place of business at ; and Party B: , with principal place of business at .

RECITALS

WHEREAS, the parties contemplate exploring a business arrangement in the nature of a joint venture concerning the project described as (the Project); and

WHEREAS, in connection with the Project, each party may provide the other with certain confidential, proprietary and commercially valuable information, materials and data for the purpose of evaluating and negotiating formation of the joint venture; and

WHEREAS, the parties desire to set forth the terms and conditions under which such disclosures will be made, and the obligations related thereto.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. Definitions

1.1. "Confidential Information" means all non-public, proprietary or confidential information disclosed by a Disclosing Party to the Receiving Party, whether disclosed orally, visually, in writing or electronic form, including without limitation business plans, financial information, technical data, samples, customer lists, strategies, proposals, formulations, drawings, software, and other materials marked or identified as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

1.2. "Disclosing Party" means the party disclosing Confidential Information. "Receiving Party" means the party receiving Confidential Information.

2. Purpose

Information will be disclosed by the parties solely for the purpose of evaluating, negotiating and structuring a potential joint venture between the parties in respect of the Project described above ("Permitted Purpose"). The Receiving Party shall not use Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

3. Disclosure Obligations

3.1. Each Disclosing Party shall identify in writing, at or prior to the time of disclosure, the documents, data, samples or other items to be treated as Confidential Information. The initial description of material to be disclosed is:

3.2. The Receiving Party shall treat all Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care.

4. Exclusions

4.1. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement by the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure as evidenced by written records; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5. Use and Non-Disclosure

5.1. The Receiving Party shall not disclose Confidential Information to any person or entity except to its employees, officers, directors, professional advisors or contractors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.

5.2. The Receiving Party shall not copy, reproduce or otherwise use Confidential Information for any purpose other than the Permitted Purpose without the prior written consent of the Disclosing Party.

6. Return or Destruction

Upon termination of discussions or upon written request of the Disclosing Party, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information and certify in writing the destruction or return of such materials, except that the Receiving Party may retain one archival copy to the extent required by law or reasonable recordkeeping practices, subject to the continuing confidentiality obligations of this Agreement.

7. Representations and Warranties

Each party represents and warrants that it has the authority to disclose the Confidential Information it provides and that, to the disclosing party's knowledge, the disclosure does not violate any contractual obligation to a third party. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

8. Intellectual Property

Disclosure of Confidential Information shall not grant the Receiving Party any express or implied license or other right in the Disclosing Party's patents, copyrights, trademarks, trade secrets or other intellectual property except as may be agreed in a separate written license agreement.

9. Indemnification

Each party shall indemnify and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of this Agreement by the indemnifying party.

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Term and Survival

This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated by either party upon thirty (30) days' prior written notice. Notwithstanding termination, the obligations with respect to Confidential Information shall survive for a period of from the date of disclosure or for such longer period as required by applicable law.

12. Notices

All notices required or permitted hereunder shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or electronic transmission confirmed by written receipt, and shall be effective upon receipt.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

15. Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal effect of the invalid provision.

16. Amendments; Waiver; Counterparts

No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. Failure or delay by either party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. Miscellaneous

17.1. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

17.2. Remedies: The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy, and the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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