Exhibit 6.14
Form of
Confidentiality and Nondisclosure Agreement
In order to protect certain proprietary and confidential information described
in Section 3 below,
- hereafter referred to as Confidential information-
- hereafter referred to as ___________
and
iQ Battery Research & Development GmbH,
Inselkammerstr.4,
D-82008 Unterhaching,
Germany
- hereafter referred to as iQ
agree that:
Section 1 Disclosing Parties
Both parties are disclosing Confidential Information.
Section 2 Primary Representative
Each party's representative for coordinating disclosure or receipt of
Confidential Information is:
................
iQ: Dr.-Ing. Xxxxxxx Xxxxx, Vice President Engineering
Section 3 Description of Confidential Information
The Confidential Information disclosed under this agreement is described as:
iQ: Development of a new starter battery and its system environment
Section 4 Use of Confidential Information
The party receiving Confidential Information
- hereafter referred to as Recipient
shall use Confidential Information only for the following purpose(s):
iQ: Development of the above mentioned starter battery (Section 3)
The Recipient shall disclose Confidential Information received under this
agreement only to persons within its organization who have a "need to know" it
and hove been advised of the obligations of confidentiality and agree to be
bound.
Section 5 Confidentiality Period
This agreement and the Recipient's duty to hold Confidential Information in
confidence expire on:
Section 6 Disclosure Period
This Agreement pertains to Confidential Information that is disclosed between
the effective date and:
Section 7 Standard of Care
The parties shall use the some degree of care to avoid unauthorized use and
unauthorized disclosure of Confidential Information as it employs with its own
confidential and proprietary information of a like nature, but not less than a
reasonable degree of care.
Section 8 Marking
Recipient's obligations shall only extend to Confidential Information that is
described in Section 3 and that
- comprises specific materials listed in Section 3,
- is marked as "Confidential" at the time of disclosure, or
- is unmarked (e.g. orally or visually disclosed) but treated as confidential
at the time of disclosure, and is designated as "Confidential Information"
in writing sent to the Recipient's primary representative within 30 days of
disclosure, summarizing the Confidential Information sufficiently for
identification.
Section 9 Exclusions
This Agreement imposes no obligation upon the Recipient with respect to
information that
- was in the Recipient's possession before receipt from the discloser,
- is or becomes a matter of public knowledge through no fault of the
Recipient,
- is disclosed by the discloser to a third party without a duty of
confidentiality on the third party and is rightfully received by the
Recipient from this third party (or another party that rightfully received
that information from this third party without a duty of confidentiality),
- was independently developed by Recipient, provided that Recipient does not
use any of discloser's Confidential Information,
- is disclosed by the Recipient with the discloser's prior written consent.
Section 10 Warranty
Each discloser warrants that it has the right to make the disclosures under this
agreement. No other warranties are made by either party under this agreement.
Any information disclosed under this agreement is provided "as is".
Section 11 Rights In Confidential Information
Each discloser retains title to all Confidential Information disclosed by it
under this agreement. Neither party acquires any intellectual property rights or
licenses under this agreement except the limited rights necessary to carry out
the purposes set forth in Section 4.
The Recipient shall, upon the earlier of the discloser's request or the
expiration of this agreement, promptly return to the discloser all Confidential
Information delivered to the Recipient under this agreement, and all copies and
reproductions thereof.
Section 12 Miscellaneous Provisions
This agreement imposes no obligation on either party to purchase, sell, license,
transfer or otherwise dispose of any technology, services or products. This
agreement does not create any agency or partnership relationship between the
parties.
Both parties shall adhere to all applicable laws, regulations and rules relating
to the export of technical data, and shall not export or reexport any technical
data any products received from the discloser or the direct product of such
technical data to any proscribed country listed in such applicable laws, rules
and regulations unless properly authorized.
This agreement is made under and shall be construed according to the laws of
Germany.
This agreement including attachments is the entire agreement between MCHP and iQ
regarding the subject matter hereof and supersedes and replaces all prior or
contemporaneous agreements, written or oral, pertaining therefore. All additions
or modifications to this agreement must be made in writing and be signed by both
MCHP and iQ. This is valid for this provision, too.
If a provision of this agreement is or becomes inoperative or impracticable or
if this agreement includes holes, the operativeness of the other provisions of
this agreement are not touched. Instead of the inoperative or impracticable
provision a provision is regarded as agreed, that is getting closest to the
spirit and purpose of the inoperative or impracticable provision in a legally
authorized way. In the case of holes of this contract a provision is regarded as
agreed, that fulfills in what would has been agreed corresponding to the spirit
and purpose of this agreement, if that matter would have been considered from
the start.
Effective date:
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Xxxxx. Xxxxx (Managing Director)
