1. AAJV Confidentiality and
PO Box 448 Tugun Gold Coast, QLD 4224 AUSTRALIA Non-disclosure
Agreement
PARTICULARS
Company / Recipient’s Name:
Company Executive Name:
Recipient Address:
Nature of Confidential Information: Information relating to Solar / EV Projects, including deal mechanics, architectural concepts and
related copyright aspects, marketing strategies relating to such projects and the business
endeavours of: Property Marketing Syndicate (PM), Solar Infrastructure Developments Syndicate
(SI), Clanville Partnership (CP) and AmericanAustralian Joint Ventures AAJV (IP Licensee)
Purpose of Disclosure:
Evaluation by the Recipient in relation to Business Park RE Development, Car Park Solar Canopy
& Advertising System proposal.
TERMS AND CONDITIONS OF DISCLOSURE
1.00 PM, SI, CP (Promoters) & AAJV (“IP Owners”) wish to as soon as it becomes aware of a requirement to disclose any
disclose to the party whose details are set out in the Particulars Confidential Information.
above (“Recipient”) certain valuable and confidential 3.5 All Confidential Information remains the property of the IP
information, the nature of which is described in the Particulars
Owners and must be returned on request to the IP Licensee by
(“Confidential Information”) for the purpose also set out in the
the Recipient. The Recipient must comply with any request of
Particulars (the “Purpose”).
the IP Licensee to destroy any or all Confidential Information
2.00 - Intellectual Property and, if requested, provide evidence acceptable to the IP
Licensee of its destruction.
For the purpose of this Agreement, the term "Intellectual 3.6 All intellectual property created in relation to the IP Licensee
Property Rights" means: all Provisional Patents, Utility and Confidential Information by the Recipient is the property of the
Design Patents, or any division, continuation, reissue or IP Licensor and forms part of the IP Licensee Confidential
extension thereof; all trade secrets, know-how ; all copyrights, Information, and shall not be used to provoke an interference
literary property/moral rights, whether or not copyrightable, any with any patent application which the IP Licensor have filed or
registration or applications for registration; all trademarks, may file, and shall not be used to amend any claims in any
service marks, trade names, trade dress, designs, logos, pending applications to expand claims to read on, or cover, or to
slogans, associated goodwill, whether registered or arising dominate, any inventions or innovations whether or not
under common law, state or federal law of Australia or other patentable or copyrightable, disclosed in the Confidential
laws of foreign countries; Information. The Recipient agrees not to challenge or to take
all other intellectual property and proprietary rights as may now advantage of ownership of any information belonging to the IP
exist or hereafter come into existence, and all renewals and Licensor / Licensee
extensions thereof, regardless of whether such rights arise 3.7 All forecasts and projections contained in the Confidential
under Australian laws or any other state, country or jurisdiction. Information are preliminary and indicative only and are not to be
3.00 - General Terms relied upon by the Recipient without independent verification.
3.1 In consideration of the IP Licensee disclosing Confidential 3.8 The Recipient must use its best endeavors to minimize the risk
Information, the Recipient agrees to hold in confidence all such of disclosure of the IP Licensee Confidential Information by
Confidential Information and not to disclose it to any third party ensuring that only employees, agents or sub-contractors whose
or use it for any purpose other than the Purpose, without duties require them to possess that Confidential Information will
Owner’s written consent. have access thereto and such employees, agents or sub-
3.2 The Recipient also agrees not to reproduce, retransmit, contractors will be instructed by the Recipient to treat the same
broadcast, copy, duplicate, transfer, submit, telefax, email, or as confidential, for a period of five (5) years from the date of this
disclose any materials, content or any area material or agreement.
proprietary products relating to the intellectual property, 3.9 The Recipient must, if required by the IP Licensee, procure the
business processes and capital-raising vehicles. The execution by any of the parties referred to in clause 3.07 of an
obligations of confidence in clause 3 do not apply to such of the agreement on the same terms as this agreement. If the
Confidential Information that is or becomes generally and Recipient is in default under this agreement it will indemnify the
publicly available other than by reason of a breach of this IP Licensee against any liability or loss including reasonable
Agreement by the Recipient. legal fees and other costs arising from any such default.
3.10 Each provision of this agreement is severable from the others
3.3 Where there is any doubt that any Confidential Information is in and no severance of a provision will affect any other provision.
the public domain, the Recipient must treat that Confidential
Information as confidential until written consent for disclosure is 3.11 This Agreement shall not constitute any party as a partner or
obtained from the IP Licensee. create any trust or relationship between them and shall not
subject the IP Licensee to any liability that would arise from
3.4 If the Recipient is required by law or the rules of a recognized such constitution or relationship.
stock exchange to disclose any Confidential Information of the 3.12 This Agreement is governed by the laws of QLD and / or NSW
IP Licensee, then such disclosure must be limited to the Australia and / or CA USA, and each party agrees that any
maximum extent possible. Recipient must notify the IP Licensee proceedings arising out of this Agreement must be commenced
in either of those jurisdictions.
EXECUTED AS AN AGREEMENT
By or on behalf of the Owners: By or on behalf of the Recipient:
Signed: ………………………………………….. Signed: …………….………………………………………..
Name: ………………………………………….. Name: …………………………………………………..
Position: ………………………………………….. Position: ……………….…………………………………
Date: ………………………………………….. Date: ………………………………………………….
