Occupancy Agreement

Mutual Nondisclosure Agreement with Proprietary Rights Clause

THIS AGREEMENT ("Agreement") is dated this day of by and between
XYZ Corporation, a corporation located at
("XYZ") and ABC Company, a
corporation located at
("ABC") .

WHEREAS, ABC and XYZ Affiliate ("XYZ Affiliate"), an affiliate of XYZ, have entered into a letter agreement dated with respect to the disclosure of certain confidential information of each party to the other and use of such confidential information for evaluating the parties' potential business relationship and/or in connection with XYZ's or an XYZ affiliate's bid on the
Project (the "Project"); and

WHEREAS, the parties have entered into a letter agreement dated with respect to XYZ's formal response to the Request for Proposal for the Project (the "Bid"); and

WHEREAS, the parties contemplate entering into formal agreements with respect to the Bid and the Project and other potential future activities (the "Agreements"); and

WHEREAS, the parties desire to exchange certain confidential information with respect to the Bid, the Project and the Agreements.

NOW, THEREFORE, the parties agree as follows:

1. XYZ and ABC agree to maintain the strict confidentiality of the Confidential Information (as hereinafter defined) of the other and shall not:

(a) transfer or disclose any Confidential Information of the other, directly or indirectly, to any third party (except as provided in Section 3 hereof),

(b) use any Confidential Information of the other for any purpose other than that contemplated under this Agreement,

(c) copy the Confidential Information of the other or remove any proprietary notices from originals or copies without the prior written approval of the other, or

(d) take any other action with respect to the Confidential Information of the other inconsistent with the confidential and proprietary nature of such Confidential Information.

XYZ and ABC further agree (i) to safeguard and protect the Confidential Information of the other, using procedures no less rigorous than the recipient party uses to safeguard and protect its own confidential information, and (ii) to return all Confidential Information of the other (and all permitted copies thereof) to the other in the event Agreements are not consummated or immediately upon the other's written request therefor.

2. As used herein, the term "Confidential Information" shall mean and include all information, data and knowledge furnished or made available by XYZ to ABC and/or ABC to XYZ, and copies thereof, whether in oral, written, graphic, electronic or machine-readable form, including without limitation:

(a) designs, plans, specifications, flow charts, techniques, methods, processes, procedures, formulas, discoveries, inventions, improvements, charts, diagrams, graphs, models, sketches, writings or other data,

(b) other technical data, research or information, and

(c) all trade secrets and other proprietary ideas, concepts, know-how and methodologies.

Notwithstanding the foregoing, Confidential Information of a disclosing party shall not include information (i) in the public domain (other than as a result of a breach of this Agreement), (ii) independently known or developed by the recipient party or (iii) known to the recipient party through a third party who has no duty of confidentiality to the disclosing party.

3. XYZ and ABC shall be permitted to disclose the Confidential Information of the other only to employees, agents or subcontractors having a need for access thereto in connection with the Bid, the Project or the Agreements and who either (i) have been instructed as to, and have agreed to be bound by, the terms and conditions of this Agreement prior to being given access to the Confidential Information or (ii) are subject to a written agreement that protects the use and disclosure of the Confidential Information to the extent protected by this Agreement. XYZ and ABC shall take steps, no less rigorous than those they take to protect their own proprietary information, to prevent their employees, agents or subcontractors from acting in a manner inconsistent with the terms of this Agreement.

4. XYZ and ABC each acknowledge and agree that the other will suffer irreparable injury not compensable by money damages and therefore will not have an adequate remedy at law in the event of an unauthorized use or disclosure of the Confidential Information of the other in breach of the provisions of this Agreement. Accordingly, XYZ and ABC, as the case may be, shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition, and without prejudice, to such rights that either party may have at law or in equity.

5. ABC acknowledges that the Bid, the Project and the Agreements constitute the main business and business strategy of XYZ. Consequently, all work product of XYZ and ABC and their respective employees, agents or subcontractors with respect to the Bid, the Project or under the terms of the Agreements ("Work Product") will be Confidential Information of XYZ. Work Product will include, but not be limited to, the types of information listed in clauses (a), (b) and (c) of paragraph 2 hereof, and all information incorporating, based upon, or derived from the foregoing, including reports and notes, whether in oral, written, graphic, electronic or machine-readable form. All Work Product developed by ABC or its employees, agents or subcontractors for XYZ with respect to the Bid, the Project or the Agreements is and shall be work made for hire and ABC hereby assigns to XYZ all rights in and to all Work Product, including all patent, copyright and trade secret rights inherent therein and appurtenant thereto. ABC agrees to execute and deliver all documents required by XYZ to document or perfect XYZ's proprietary rights in Work Product.

6. This Agreement shall be governed by and construed in accordance with the laws of the State of without reference to the principles of conflict of laws. Any disputes arising out of this Agreement shall be adjudicated exclusively by an appropriate federal or state court sitting in the County of in the State of .

7. If any part, term or provision of this Agreement shall be held illegal, unenforceable or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, that part, term or provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity of the remaining portions or provisions shall not be affected thereby.

8. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supercedes all prior agreements or understandings with respect to said subject matter except for the letter agreement dated . This Agreement shall not be modified except in writing signed by both parties.

9. The provisions of this Agreement shall remain in full force and effect unless expressly terminated in writing.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.