Exhibit 6.13
Form of
Confidentiality Agreement
between
................................................................................
................................................................................
(N.N.)
and
iQ Battery Research & Development GmbH, Xxxxxxxxxxxxxx. 0,
X-00000 Xxxxxxxxxxxx, Xxxxxxx, Xxxxxxx
(iQ)
N.N. and iQ agree upon the following conditions for the transfer and the secrecy
of CONFIDENTIAL INFORMATION:
1. This agreement is entering into force on ........... 1998.
2. CONFIDENTIAL INFORMATION will be transferred by both parties (OWNER) in the
framework of this agreement.
3. The parties name their following employees being coordinators for the
transfer and the receive of CONFIDENTIAL INFORMATION:
for N.N.: ............................................
for iQ: ............................................
4. The confidential informations that will be transferred in the framework of
this contract (CONFIDENTIAL INFORMATION) are described as followed:
N.N.:
...........................................................................
iQ:
...........................................................................
5. This agreement is valid only for information, that will be transferred
between the inforcement of this agreement and the ...........
6. The party, that is receiving CONFIDENTIAL INFORMATION in accordance with
this agreement (RECEIVER), is allowed to use this information only for the
following purposes:
...........................................................................
7. The obligation of secrecy of CONFIDENTIAL INFORMATION expires three years
after the expiry of the term named in no. 3 for the transfer of this
information.
8. The RECEIVER will deal with the CONFIDENTIAL INFORMATION with the same care
he is using for his own trade and business secrets, but at least with the
common care, to keep the information secret and to prevent any use of this
CONFIDENTIAL INFORMATION not agreed by this agreement, any transmission to
third parties and/or employees of the RECEIVER that does not need the
CONFIDENTIAL INFORMATION for the fulfilling of their tasks, and the
publication of the CONFIDENTIAL INFORMATION.
9. The secrecy is only related to information, that are transferred by the
OWNER in written form and that were marked by the handing over with a
secrecy remark (e.g. "Confidential," "Secret," Intern data") or that were
transfered by the owner in another way, marked confidential at the
transmission and, in addition, within 30 (thirty) days were summarized in a
written form and, marked with a secrecy remark, are forwarded to the
coordinator of the RECEIVER.
10. The obligation to secrecy is invalid, if the CONFIDENTIAL INFORMATION
o were known already without the obligation to secrecy by the RECEIVER
before receiving them from the OWNER;
o without fault of the RECEIVER are or become known in common;
o were developed by the RECEIVER independently before the inforcement of
this agreement; in this case the RECEIVER will have the full burden of
proof, that the CONFIDENTIAL INFORMATION were developed by him
independently before the inforcement of this agreement;
o are transferred by the RECEIVER with the prior consent of the OWNER.
In case of the demand of a public authority or a court to transfer
CONFIDENTIAL INFORMATION to them, the RECEIVER is obliged to inform the
OWNER about it to enable him to proceed against this demand wih the
relevant means of legal redress. The RECEIVER is obliged to proceed himself
against this demand wih the relevant means of legal redress, if he is asked
to do so by the OWNER, the OWNER has got a legitimate interest to do so,
the OWNER (especially for the lack of entitlement to take legal action) is
hindered from proceeding against this demand wih the relevant means of
legal redress on his own, and the OWNER exempts the RECEIVER from the
possible expenses of this proceeding in advance.
11. The OWNER confirms expressivly that he is entitled to transfer the
CONFIDENTIAL INFORMATION.
12. Except of the right of the RECEIVER to use the CONFIDENTIAL INFORMATION in
accordance with no. 6 of this agreement, all rights connected with the
CONFIDENTIAL INFORMATION stay with the OWNER.
13. This agreement is not commiting parties neither to the purchase nor to the
offer of goods or services that contain or use the CONFIDENTIAL
INFORMATION.
14. In acceptance of the American and the German regulations on export
controlls, the RECEIVER commits himself, that he will not knowingly export
or reexport
o CONFIDENTIAL INFORMATION, technical data (in accordance with the
definition of the US Export Administration Regulations resp. the
German "AuBenwirtschaftsgesetz") and/or software, he has got from the
OWNER; and/or
o any products, procedures or performances, that do result indirectly
from the use of the CONFIDENTIAL INFORMATION, the technical data or
the software,
to a receiver, to whom the export or the reexport is limited or forbidden
by American or German laws, without obtaining first the layed down approval
by the relevant authority.
15. With this agreement, no legal relation between the parties exceeding the
content of this confidentiality agreement is created.
16. This agreement is not transferable.
It contains all the agreements between the parties related to the secrecy
of CONFIDENTIAL INFORMATION and replaces eventually existing prior
agreements upon the same purpose.
Changes and amendments need to be in written form and signed by both
parties for their effectiveness.
This agreement shall be governed by the law of Germany.
The court of jurisdiction of lawsuites about this agreement is Munich I,
Germany
..................................... ........................................
(place, date) (N.N.)
..................................... ........................................
(place, date) (iQ)