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Inner Solar Roof Systems Inc.

Confidentiality Agreement

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CONFIDENTIALITY

AND

NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON‑DISCLOSURE AGREEMENT (“Agreement”) is entered into and is effective as of the _____ day of ____________, 2008, by and between Joseph Allegro., having a mailing address of 731 N.E 69th St., Boca Raton, Florida 33487 (the “disclosing party” or “Allegro”) and _________________________________________________, a ____________ corporation, including its officers, directors, partners, employees, managers, agents and representatives, having an address of _______________________________________________ (the “recipient party”), in connection with the disclosure by Allegro of information and/or documents concerning the technology, inventions, software and other confidential and/or proprietary information owned by Allegro for its Solar Thermal Electric Roof Application invention. 

As an inducement for the disclosing party to divulge certain confidential information to the other party, and in consideration of the terms and conditions contained herein, the parties hereto, intending to be legally bound, agree as follows.

1.         It is understood, acknowledged and agreed by each of the parties that any and all information, data, materials, books, records and the like, which may be electronic, verbal and/or visual in nature, including, but not limited to financial, operational, proprietary, confidential and/or technology information, provided by the disclosing party to the recipient party in connection with the contemplated discussions is non‑public, confidential, privileged and proprietary in nature (the “Confidential Information”), and may not be disclosed, furnished or made available to any, other party, either directly or indirectly.  The recipient party agrees to treat confidentially any information that is furnished pursuant to this Agreement using the same degree of care the recipient party uses for its own information of the same importance, whether such information has been provided before or after the date of this Agreement.  The recipient party recognizes the need to maintain the confidentiality of information as a condition of receiving the Confidential Information.

2.         The recipient party agrees to use the Confidential Information only as needed for the purposes of the contemplated discussions, except as may otherwise be mutually agreed upon in writing. The recipient party agrees that it will not use the Confidential Information for any other reason or in any manner which would constitute a violation of any applicable federal and/or state laws and, in connection therewith. The recipient party agrees to indemnify and hold harmless the disclosing party from and against any claim, demand, cause or causes of action or liability arising out of or in connection with such violation.

3.         The recipient party agrees to retain the Confidential Information in confidence and not disclose such information to any third party without the prior written consent of the disclosing party.

4.         It is understood and agreed that the obligations set forth above do not apply to information or materials that:  (a) are already, or otherwise become, generally known by the public or third parties as a result of no act or omission of the recipient party; or (b) subsequent to disclosure hereunder are lawfully received from a third party having the right to disseminate the information and without restriction on disclosure; and were not received from a third party in breach of that third party’s obligations of confidentiality.

5.         In the event that the recipient party is requested or required (by oral inquiry, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any Confidential Information, the recipient party will provide the disclosing party with prompt notice of such request so that the disclosing party may seek an appropriate protective order or other relief, if appropriate, and/or waive compliance with this Agreement.

6.         The parties hereto acknowledge that the Confidential Information disclosed pursuant to this Agreement is of a special, unique and extraordinary character and that the disclosing party would be immediately and irreparably harmed by any disclosure of such Confidential Information in violation of this Agreement, and will not have an adequate remedy at law or be compensable by damages alone in the event the recipient party repudiates or breaches the provisions hereof, or threatens or attempts to do so.  For these reasons, it is agreed that the disclosing party, in addition and not in limitation of any other rights, remedies or damages, at law or in equity, shall be entitled to seek temporary, preliminary or permanent injunctive relief without the posting of any bond or other securities to prevent further use and/or disclosure.  The prevailing party in any litigation to enforce the provisions of this Agreement shall be entitled to recover its reasonable attorney’s fees and costs.

7.         Upon request and at the option of the disclosing party, the recipient party shall promptly return or destroy all materials previously received that contain any Confidential Information.

8.         This Agreement constitutes the entire understanding and agreement between the parties, merges and supersedes all previous communications, representations and agreements, either oral or written with respect to the subject matters addressed herein, and may not be changed, modified or terminated in whole or in part, except by an instrument in writing executed by all the parties hereto.  No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or preclude the exercise of any other or further right, power or privilege hereunder.

                        9.         The recipient party may not assign this Agreement or any rights or obligations thereunder to any individual or entity not affiliated with the recipient party without the prior written consent of the disclosing party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may be executed in counterparts by the parties hereto and each shall be considered an original insofar as the parties hereto are concerned but together said counterparts shall comprise only one agreement.  Further, a facsimile signature is acceptable and shall be treated as an original.

10.       All notices required hereunder shall be in writing and may be given only in person or by posting the same certified or registered mail, postage prepaid, or by private courier (provided the courier shall verify time and place of delivery), or by facsimile transmission (confirmed by paper copy within 48 hours), to the affected party at the address above stated.

11.       By executing this Agreement, the disclosing party makes no representations or warranties as to the accuracy or completeness of its Confidential Information.

12.       This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, and the parties consent to and shall be subject to the exclusive jurisdiction of the state or federal courts of Palm Beach or Broward County, Florida.

13.       Confidential Information provided under this Agreement does not, and is not intended to, represent or constitute a commitment by the disclosing party to continue discussions or enter into a legal or business relationship of any nature. 

14.       The undersigned represent and warrant that they have the full power and authority to bind themselves and their company to the terms and conditions set forth above.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

                                                Disclosing Party – Joseph Allegro

                                                __________________________________

                                                Printed Name: Joseph Allegro

                                               Date:    _____________________________                                        

 

                                               Recipient - : _______________________

                                                _________________________________

                                                Printed Name: _____________________

                                                Title: ____________________________

                                                Date: ____________________________