QS Energy Inc Form 10-K

Non-Disclosure Agreement (Focus Group Testing)

§ 6.13 Form: Non-Disclosure Agreement (Focus Group Testing)

With this form, a producer of proprietary material hires an independent contractor to conduct focus groups of the prototype product. Members of the focus group are potential purchasers or users of the product, who provide feedback on the product’s appeal and usefulness, and who execute substantially similar confidentiality agreements with the Consultant, to preserve the double-blind testing procedure.

THIS AGREEMENT made this day of , by and between , (the Developer) and , (the Contractor).

R E C I T A L S:

WHEREAS, the Developer has invested considerable capital, time and effort developing its [insert title or working title of product] (the Product); and

WHEREAS, the Developer desires to engage Contractor, and Contractor desires to be engaged by the Developer, to assist in the development of the Product; by coordinating, conducting, reporting on, and otherwise acting in connection with, focus groups for the Product (Focus Groups) and

WHEREAS, the Contractor is to be given access to certain Confidential Information, as hereinafter defined.

NOW, THEREFORE, the Developer and the Contractor agree as follows:

1. All information, data, materials, concepts, techniques, processes, designs and other know-how relating to the Product or its development, that is disclosed by the Developer to the Contractor, or that is ascertained by the Contractor through observation, examination, or analysis of the information, data, or materials disclosed by the Developer to the Contractor, and any related materials, documents or procedures, whether in oral, written, graphic, or machine-readable form, shall be considered proprietary and confidential information (the Confidential Information).

2. The Developer will disclose the Confidential Information to the Contractor solely for use in connection with the Focus Groups. The Contractor shall limit its use and circulation of the Confidential Information to those within its own organization who will contribute to the Focus Groups and to those third party participants in the Focus Groups (Participant).

3. Contractor hereby agrees to have each and every Participant execute a confidentiality agreement substantially in the form of Exhibit A, annexed hereto, prior to the delivery of any Confidential Information to Participant. Contractor shall not permit any Participant who does not execute said confidentiality agreement to participate in a Focus Group.

4. The Contractor will not, without prior written consent of the Developer, disclose any Confidential Information to any third parties, excluding the Participants, or use the Confidential Information for its own benefit or for the benefit of third parties or for any other purpose other than the purposes set forth herein.

5. The Contractor acknowledges that irreparable injury and damage may result from disclosure of Confidential Information to third parties and agrees to make every effort to protect the secrecy of the Confidential Information and to prevent disclosure.

6. The Contractor acknowledges that all Confidential Information shall be and remain the property of the Developer.

7. The Contractor agrees that it will not, for any reason, duplicate or reproduce the Confidential Information.

8. The Contractor agrees that it will promptly return to the Developer, upon request, all Confidential Information, and any notations made with respect thereto, to the Developer.

9. Contractor agrees that any and all evaluations, reports, recommendations, conclusions, or results of the Focus Group or its review of the Confidential Information will be released only to the Developer and that the existence or the subject matter of this Agreement will not be disclosed to any third parties.

10. This Agreement shall terminate upon completion of the Focus Group activity and thereupon the Confidential Information and all materials incorporating or reflecting the Confidential Information shall be retained to the Developer. The restrictions on disclosure and use of Confidential Information arising under this Agreement shall survive such termination.

11. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, and any action instituted hereunder shall be brought in the County of New York, New York.

12. This Agreement constitutes our entire understanding. Any modifications or waiver hereunder must be in writing signed by both parties. The invalidity of any provision will not affect any remaining provisions.

WHEREFORE, the parties have executed this Agreement as of the date above first written.

EXHIBIT A

CONFIDENTIALITY AGREEMENT

The undersigned hereby agree that any Confidential Information (as defined below) submitted to Participant by (Company) for use in connection with the Focus Group on , [insert date of focus group] (Focus Group) shall not, without the prior written consent of Company, be revealed by Participant to any third party and shall not otherwise be utilized by Participant for any purposes whatsoever not connected with the Focus Group.

Confidential Information is any and all information and materials presented to Participant in connection with the Focus Group.

At the termination of the Focus Group, Participant shall return all Confidential Information to Company.

The obligation to maintain the confidentiality of Company's Confidential Information shall survive termination of the Focus Group and shall continue until such time as the information becomes of general knowledge through the acts of Company or of an independent third party, or when such information is in the public domain.