This Confidentiality and Non-Disclosure Agreement is made this ____ day of _____, _______ by  and between Elevated Technology - SRL , an Bucharest Company (hereinafter referred to as "ElevTech-SRL") and _______ a _____ Company headquartered in ______ (hereinafter referred to as "____").


    WHEREAS, ElevTech-SRL is in the business of contract manufacturing; and

    WHEREAS, _______ Company is in the business of ____________

    WHEREAS, ElevTech-SRL and ______ Company wish to enter into a business arrangement for ElevTech-SRL to provide _______ to _______ Company; and

   WHEREAS, ElevTech-SRL and ______ Company recognize that is necessary for the parties to disclose certain information to each other that contains confidential information (the "Confidential Property") in order for the parties to determine whether the Services can be provided; and

   WHEREAS the parties agree to make any required disclosure of such information to each other only if it is done under the terms of this Agreement; and

   WHEREAS the parties agree to accept the disclosure of such information on a confidential basis under the terms of this Agreement;

   NOW, THEREFORE, in the consideration of the premises, mutual promises and covenants hereinafter contained, the parties hereby agree as follows:

1.    The above recitals are incorporated herein as if fully set forth.

2.    "Confidential Property" for the purposes of this Agreement shall mean all business information provided by one of the parties (the "Disclosing Party") to the other party (the "Receiving Party"), that is not excluded by the terms of this Agreement.

3.    The Receiving Party agrees that nether itself, nor its shareholders, directors, officers, employees, agents and representatives shall disclose any Confidential Property or cause any Confidential Property to be disclosed to any third party and shall only use the Confidential Property for its own use.

4.    The receiving Party hereby acknowledges that the Confidential Property is owned solely by the Disclosing Party, shall remain the exclusive property of the Disclosing Party and constitutes valuable information of the Disclosing Property and that the unauthorized disclosure or use of such Confidential Property by the Receiving Party will cause irreparable harm to the Disclosing Party. The Receiving Party agrees to use or cause such Confidential Property to be used only in a manner consistent with the terms and conditions of this Agreement.

5.    The Receiving Party shall not, directly or indirectly, contest or cause to be contested the rights of the Disclosing Party or its affiliates in and to the Confidential Property and the Receiving Party hereby agrees to execute such documentation as the Disclosing Party may reasonable require to confirm the Disclosing party's sole ownership of and rights to any and all of the Confidential Property transmitted hereunder.

6.    In the event that within forty five (45) days from the date hereof the parties do not enter into agreement to provide the Services or in the event that such agreement shall be revoked or terminated for any reason, then and in such event, The Receiving Party shall forthwith return to the Disclosing Party any and all information or tangible items incorporating or representing Confidential Property given to the Receiving Party, including all copies thereof, and all notes concerning and/or reproductions thereof, in the Receiving Party's possession or to which the Receiving Party has access, whether made by the Receiving Party or otherwise and hereby agrees to make no use whatsoever, whether directly or indirectly, of any of the information so acquired, ether wholly or in part.

7.     The Receiving Party recognizes and agrees that nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressly implied, or otherwise to any of the Confidential Property or for any changes to the Confidential Property made after the date of this Agreement.

8.    Confidential Property shall not include any information which (a) was published or otherwise available to the public prior to its receipt from Disclosing Party; (b) becomes published or otherwise available to the public after its receipt from Disclosing Party through no act or failure to act on the part of the Receiving Party; (c) was in possession of the Receiving Party prior to disclosure by Disclosing Party; (d) was acquired by the Receiving Party from a third party free from any restrictions on disclosure; (e) was developed by the Receiving Party independently of the disclosure made hereof.

9.    The Receiving Party acknowledges that a breach of any of the covenants set forth herein will have a materially adverse effect upon the Disclosing Party and that damages arising from said breach may be difficult to ascertain. Consequently, the Receiving Party agrees that in addition to, and without limiting any other remedy or right the Disclosure Party may have, the Disclosing party shall have the right to an immediate injunction without bond enjoining such breach.

10.    In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Confidential Property pursuant to this Agreement becomes legally compelled to disclose any of the Information, the Receiving Party shall advice the Disclosing Party as soon as possible, so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.

11.    The Confidentiality Property shall be deemed "Trade Secrets" under EU Trade Secret Act.

12.    This Agreement shall be governed by the EU laws and the parties hereto hereby consent to the jurisdiction of the courts sitting in Bucharest, Romania. All legal actions concerning this Agreement shall be brought only in a Court of competent jurisdiction sitting Bucharest Romania.

13.    All notices required by this Agreement shall be in writing and delivered by hand delivery, registered mail return receipt requested, Federal Express or equivalent, or facsimile. The address for notice are as follows:

                              If to ElevTech-SRL:

                                                           14 Dionisie Fotino Street
                                                           Sector 1, Postal Code: 011634
                                                           Bucharest, Romania

                            With a copy to:

                                                            ______________ Attorneys at Law
                                                           Attention: _______

                                         If to ______ Company:


14.    This Agreement shall be binding upon and be for the benefit of the parties hereto, their parent corporations, subsidiary corporations, assigns, heirs, and personal representatives.

15.    If any part of this Agreement is held to be invalid or unenforceable, then the remaining portions of this Agreement shall remain in full force and effect.

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

                                                                        ElevTech - SRL


                                                                        Name: ____________________                      

                                                                        Title: _____________________    

                                                                                                                                                                                                            return to Company Policy page

                                                                        _____________ Company


                                                                        Name: ____________________

                                                                        Title: _____________________

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