Exhibit 10.(a)2
CONFIDENTIALITY
THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is executed and delivered
on this 17th day of December 2004, by and between Silistra Municipality, (herein
after SILISTRA) a municipality in Bulgaria, with offices at 33, Xxxxxx Xxxxxx
Xxx., Xxxxxxxx 0000, Xxxxxxxx, and Biosphere Development Corp., (hereinafter
BDC) a subsidiary of Global Environmental Energy Corp (NASDAQ OTCBB: GEEC; DAX:
LFT) located at Magna Carta Court Nassau Bahamas.
WITNESSETH:
WHEREAS, SILISTRA together with its, affiliates, assigns and designees,
would like to enter into discussions with BDC which discussions are intended to
lead to the formation of a Joint Venture Company (hereinafter "JVC") on terms to
be agreed between BDC and SILISTRA,
WHEREAS, SILISTRA and BDC, via the intended JVC intend to employ BDC's
supply Biosphere(TM)Technology,
WHEREAS, in connection with same, BDC may disclose to SILISTRA certain
confidential information, referred to herein as the "Confidential Information".
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Restriction on Use of Confidential Information.
SILISTRA agrees to receive the Confidential Information in confidence, and
agrees not to use the Confidential Information for any purpose, other than to
fulfill its obligations to BDC.
Restriction on Disclosure of Confidential Information.
SILISTRA agrees not to disclose the Confidential Information to any third
party, other than (a) to SILISTRA's agents and employees (the "Representatives")
who have a need to know the Confidential information, provided that each such
Representative receiving any of the Confidential Information shall be advised of
the confidential nature of same and shall be under the same obligation of
maintaining such information in confidence either by reason of his or her
employment by Subcontractor or by reason of a valid and enforceable
Confidentiality Agreement between Subcontractor and its Representatives, or (b)
to governmental or regulatory authorities upon subpoena or similar process or
request; or (c) as otherwise required by law, without the prior written consent
of BDC.
Compelled Disclosure.
SILISTRA agrees that if it or its Representatives are legally compelled to
disclose any portion of the Confidential Information, by oral questions,
interrogatories, requests for production of documents, subpoena, civil
investigative demand or similar process, SILISTRA shall promptly notify BDC so
that either party may seek an appropriate protective order. SILISTRSA
acknowledges that GCCE as the parent of Biosphere will filed all required paper
work with the SEC upon the signing of this agreement.
Return of Confidential Information.
SILISTRA agrees that upon written request of BDC at any time, SILISTRA
shall promptly return to BDC all copies in whatever form of all Confidential
Information and shall promptly destroy all notes, summaries and other materials
incorporating, analyzing or summarizing such Confidential Information.
Indemnity.
SILISTRA agrees to protect, defend, indemnify and hold BDC harmless from
and against any and all lawsuits, liabilities, damages, costs and expenses
(including attorneys fees and costs) incurred or sustained by SILISTRA as a
result of any action taken by BDC or its Representatives.
The obligations set forth above regarding Confidential Information shall
not apply to information, which SILISTRA can show:
a. was at the time of its disclosure to SILISTRA hereunder, or thereafter
became without fault on the part of SILISTRA or its Representatives, a part
of the public domain through publication or otherwise;
b. was in SILISTRA's possession prior to its disclosure by BDC hereunder as
evidenced by written records kept in the ordinary course of business by
SILISTRA or by proof of actual prior use by SILISTRA, and was not acquired
by SILISTRA directly or indirectly from BDC or from any third party under
an obligation of confidentiality; or
c. is, subsequent to the disclosure to SILISTRA hereunder, disclosed to
SILISTRA without obligation of confidentiality by a third party who did not
acquire the same, directly or indirectly, from BDC or any third party under
an obligation of confidentiality. An individual feature of the Confidential
Information shall not be considered within the above exceptions merely
because the feature is embraced by more general information within the
exceptions. A combination of features of Confidential Information shall not
be considered within the above exceptions unless the combination itself and
its principle of operation are within the exceptions.
Governing Law.
This Agreement, and its validity, construction and effect, shall be
governed by the laws of the Commonwealth of the Bahamas.
Severability.
In the event that any term, condition or provision of this Agreement is
held to be unenforceable by any court or other duly constituted legal authority,
the remainder of this Agreement shall remain in full force and effect.
Survival.
Except as otherwise provided herein, the terms and provisions of this
Agreement shall indefinitely survive the termination or expiration of and
relationship between BDC and SILISTRA.
Exchange.
It is agreed between the parties hereto that this agreement may be
exchanged by facsimile.
Executed and effective as of the date first set forth hereinabove.
The Municipality of Silistra
Witnessed
By: /s/Xx Xxx Xxxxxxx
-------------------------
Xx Xxx Xxxxxxx,
Mayor of Silistra
For and on behalf of
The Municipality of Silistra.
Dated:
Biosphere Development Corp.
Witnessed
By:/s/C.A. XxXxxxxxx
-------------------------
Dr. C. A. XxXxxxxxx
President & Chief Executive Officer
Biosphere Development Corp.
For and on behalf of
Biosphere Development Corp.
Dated:
