EXHIBIT 10.2
NON-DISCLOSURE AGREEMENT
Party A: Biosphere Development Company, the subsidiary of Global Environmental
Energy Company
Party B: Shenzhen Xxxxx Group Co., Ltd.
Party C: Shenzhen Branch of Yankuang Group Co., Ltd.
Whereas:
1. Party A, Party B and Party C intend to cooperate with each other on the
commercialization and promotion of the Biosphere System project in the
Chinese market ("Cooperation Project");
2. Party A, Party B and Party C have reached agreement in the terms of
cooperation, work arrangement and time schedule of the Cooperation Project
etc. by signing the Letter of Intent;
3. In order to initiate and facilitate the operation of the Cooperation
Project, the Parties to this Agreement intend to carry out the following
work jointly: survey of the Chinese policy on refuse treatment market;
research and analysis of the market and technology; study of the appliance
of Biosphere city refuse treatment system in Chinese refuse treatment
market and related technology solution based upon the features of Chinese
refuse, amendment of the technological process, supporting technology
service and prediction of commercial profit.
For the abovementioned purpose, Party A, Party B and Party C decide to enter
into the following Non-Disclosure Agreement;
1. The Scope of Business Secret
The business secret under this Agreement refers to any secret information that
is disclosed to or made known to one Party to this Agreement for the purpose of
the Cooperation Project, no matter whether it is indicated as secret or
disclosed by means provided that it is not known to the general public.
The business secret under this Agreement does not cover:
a) Information that is publicly available before the disclosure by any
Party,
b) Information that is already known to the recipient before the
disclosure by any Party
2. Obligation of Confidentiality
Any Party shall not utilize the business secret of other Party unless for the
purpose of the Cooperation Project. Without the prior written consent of other
Party, any Party shall not copy, disseminate, publicize or disclose to any other
third party such business secret.
Any Party may disclose, as limited as possible, such business secret to its
directors, employees, agents, professional consultant or affiliated companies
for and only for the purpose of the Cooperation Project provided that such
directors, employees, agents, professional consultants and affiliated companies
shall bear the same obligation of confidentiality under this Agreement as the
Party making such disclosure and the Party making such disclosure shall bear the
joint and several liabilities.
3. Term of Agreement
This Agreement comes into effect as soon as it is signed by all Parties. This
Agreement shall remain valid no matter whether the Cooperation Project is
carried out smoothly or not. The obligations of confidentiality of the Parties
remain binding and effective until the expiry of five years after the
termination of the cooperation relationship between the Parties for the
Cooperation Project.
4. Exemption
The disclosure of business secret by any Party as performance of its compulsory
obligations required by law or by writ issued by court of competent jurisdiction
does not constitute breach of obligation under this Agreement provided that the
Party making such disclosure shall notify in time the other Party which owns
such business secret and make necessary protection for the business secret as
instructed by the other Party.
5. Return of Business Secret
Without prejudice to the agreements between the Parties, the Party is entitled
to demand at any time the other Party to return or destroy all documentation,
material or other items containing the business secret provided by it. The other
Party shall abide by its instruction and shall not keep any copy or duplicate.
Upon the termination of the cooperation relationship between the Parties for the
Cooperation Project, the Party shall return or destroy all documentation,
material or other items containing the business secret as required by the other
Party.
6. Breach of Contract
The Parties shall perform strictly and fully their obligations under this
Agreement. In case of breach of contract, the breaching Party shall compensate
the loss of the observing Party and bear all liabilities imposed by law, no
matter whether the Cooperation Project is terminated or not.
7. Dispute Settlement
Any dispute relating to this Agreement shall be settled by consultation between
all Parties pursuant to principle of good faith and honesty. Any dispute cannot
be solved by consultation shall be submitted to the China International Economic
and Trade Arbitration Commission for arbitration in accordance with its
effective rules of arbitration. The arbitration shall be held in Beijing and the
award shall be final and binding upon all Parties.
8. Language
This Agreement is signed in both Chinese and English. In case of discrepancy
between the two languages, the English edition shall prevail.
This Agreement has 3 originals and each Party shall retain one original of the
same effect and legal force.
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Signatures:
Party A: Biosphere Development Company, the subsidiary of Global Environmental
Energy Company
Authorized Representative:
/s/ Dr. C.A. XxXxxxxxx
Dr. C.A. XxXxxxxxx January 21, 2005
Party B: Shenzhen Xxxxx Group Co., Ltd
Authorized Representative:
/s/ Xx. Xxxxx Xxxxxx
Xx. Xxxxx Xxxxxx Chairman of the Board
Party C: Shenzhen Branch of Yankuang Group Co., Ltd.
Authorized Representative
/s/ Xx. Xxxxxxxx Xxxx
Xx. Xxxxxxxx Xxxx
