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Confidentially and Non Disclosure Agreement

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I.  Nondisclosure and Confidentiality Provisions

Confidential and Proprietary Information: 

A.                 The information dispersed by Robert Olvera pertaining to Superior Green Building System is considered proprietary information and is strictly confidential.  In order to protect this confidential information, this information is intended only for the undersigned below.  With receipt of this information, the undersigned acknowledges and agrees that:

1.            in the event the undersigned, their directors, affiliates, officers, agents, and/or any other person which may be affiliated with the undersigned for the purposes of this demonstration does not want to invest and/or pursue this matter, none of the information that was received will be divulged, reproduced, or distributed, in whole or in part, without the expressed written consent of Robert Olvera;

2.            no matter what the purpose for this presentation by Robert Olvera, all information received will be treated as strictly confidential and proprietary information; and

3.            the undersigned agrees that they/she/he will not use any trade secrets, confidential information, and/or proprietary information for his own benefit and will not disclose any of the secrets or information to third parties without the express written consent of Robert Olvera.

B.                 As used herein, “Confidential Information” means all such data, including but not limited to reports, interpretations, forecasts, projections, records and/or any other documents containing or otherwise incorporating information concerning Superior Green Building Systems, its affiliates, subsidiaries, directors, officers, and/or agents, whether this information is provided orally or in writing, that Robert Olvera will provide or has previously provided to the undersigned at any time, together with analyses, compilations, studies or other documents, whether prepared by Robert Olvera or others.  Confidential Information will be held and treated by the undersigned in confidence and will not be copied, distributed or disclosed to any other person or entity. 

C.                  Trade Secrets:  The undersigned may be given information and access to various financial, technical, and competitive information belonging to Superior Green Building Systems and Robert Olvera, which are known as “trade secrets.”  The undersigned will not misuse, misappropriate, or disclose in writing, orally or by electronic means, any trade secrets, directly or indirectly, to any other person or use them during the term of this Agreement, or after its conclusion, unless express written consent is given by Superior Green Building Systems and Robert Olvera.  All files, documents, equipment, software, and similar items, whether existing physically or in electronic format, that contain or pertain to the trade secrets are and will remain the property of Superior Green Building Systems and Robert Olvera.

D.                 In the event the undersigned is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or other processes) to disclose any Confidential Information, it is agreed that the undersigned will provide Robert Olvera and Superior Green Building Systems with prompt notice of any such request or requirement prior to disclosing such information, and will disclose such information only in accordance with this Agreement.

E.                  The undersigned acknowledge that neither Robert Olvera, Superior Green Building Systems nor any of its directors, affiliates, officers, agents, or employees makes any express or implied representation or warranty as to the accuracy or completeness of this agreement, and each such party expressly disclaims any and all liability that may be based on this agreement, errors therein or omissions therefrom.

F.                  The undersigned acknowledges that money damages my be inadequate to protect Robert Olvera and Superior Green Building Systems against breach of this agreement, and undersigned hereby agrees that Robert Olvera and Superior Green Building Systems shall also be entitled to equitable relief including, without limitation, injunctions, temporary restraining orders on an ex parte basis, and/or specific performance as a remedy for any such breach.

II. Miscellaneous Provisions 

A.  Integration Clause: 

            This instrument contains the entire agreement between the parties relating to the rights granted and the obligations assumed in it. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent writing, signed by all parties.

B.  Severability:

            If any section of this agreement is declared invalid for any reason, the invalidity of that section shall not affect the validity of any other section of this agreement, and all other sections shall remain in full force and effect. It is declared to be the intention of the parties that they would have executed all other sections of this agreement without including any such part, parts, or portions that may, for any reason, be hereafter declared invalid.

C.  Binding Effect:

             This agreement binds, benefits, and may be enforced by the parties and their respective representatives, heirs, successors in interest, and their assigns.  This agreement shall apply to the undersigned, their directors, affiliates, officers, agents, and employees, and any other person which may be affiliated with the undersigned for the purposes of this demonstration.

D.  Expiration:

            The undersigned duty to protect this confidential information that is subject to this agreement expires 2 years from the date below.

E. No Partnership or Agency Formed:

            The parties do not intend that any agency or partnership relationship be created between them by this Agreement.  This is intended to be a legally binding obligation upon the undersigned. READ IT CAREFULLY. If you do not understand the effect of any part of this instrument, consult your attorney before signing.

            By signing below, the undersigned fully understands this document and agrees to adhere to the terms set forth in this Non-Disclosure Agreement.