Translation from the German into the English Language
BMW and IQ Battery Confidentiality Agreement
Exhibit 6.16
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Confidentiality Agreement
between Bayerische Motoren Werke
Aktiengesselschaft
D - 80788 Munchen
hereafter referred to as "BMW"
and IQ-Battery R&D GmbH
Inselkammerstr. 4
D 82008 Unterhaching
hereafter referred to as "Partner"
In consideration that the Parties
- intend to exchange confidential information
- wish to avoid misuse of that information
the Parties agree as per following:
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1. BMW and the Partner intend to exchange confidential information in regard
of the following project:
Battery with integrated, intelligent heating function
-----------------------------------------------------
2. The Parties undertake hereby the obligation to handle all the information
obtained directly or indirectly from other Parties within the scope of the
Project in a confidential manner and use it only in relation to the project
as described in paragraph No.1. In particular an assurance is mutually
undertaken that this information shall not be not conveyed to a third
Party, nor be in any written form made available to a third Party, and all
preventable measures and provisions shall be undertaken that any access by
a third Party to this information be avoided. Privies (in meaning of ss. 15
AktG) are not considered the third Party.
3. In particular the Information as per understanding of the previous
paragraph No.2 is:
- know-how as well as results, which in the scope of the Project were
achieved or applied,
- description of the Projects,
- prospective time schedules, goals and ideas for developing of the
project,
- other, not frequently available information, which the Parties obtain
within the scope of the Project.
4. According to this agreement, the duties of non-disclosure are extended to
all the workers and the agents of the Parties, regardless of the nature and
arrangements of their co-operation. The Parties are obligated to execute
necessary non-disclosure agreements from the circle of persons involved, if
this has not already has been done.
5. According to this contract, the duties of non-disclosure remain in force
after completion of the Project as descibed in the paragraph No.1.
6. According to this contract, the duties of non-disclosure cease to exist
when it can be demonstrated that the concerned information
- is generally known, or
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- became generally known at no fault of the Parties obligated to
maintain confidentiality, or
- has been obtained legally from the third Party, or
- already existed in the knowledge of the receiving Party.
7. It is known to the Parties that
- dissemination of industrial and business secrets is punishable under
xx.xx. 17, 18 UWG, and may be punishable with imprisonment up to five
years, and
- one who disseminates industrial and business secrets is liable for is
obligated to provide compensation for resulting losses, according with
ss. 19 UWG.
8. All legal disputes arising from this agreement are to be dealt with by the
Courts in Munich. All disputes resulting from- or in context of this
agreement are subject to Law of the Federal Republic of Germany.
Munich, 29.07.97
Bayerische Motoren Werke Aktiengesellschaft
EE Xx. Xxxxx EM-2 Xxxxxxx
Unterhaching, the day of . . .
IQ Battery Xxxxx X. Xxxxx
