CONFIDENTIALITY AGREEMENT

relating to a new development / a technical concept / an invention


                         (hereinafter called “Invention”)


                         between the inventor


                         (hereinafter called “Inventor”)


                         and an enterprise interested in a licence or in purchasing thereof


                         (hereinafter called “Prospective Buyer”)


§1 CONFIDENTIALITY

During the term of this Agreement, upon expiration or termination thereof and at all times thereafter, the parties shall hold all knowledge and information concerning the Invention obtained in connection with carrying out this Agreement as confidential, especially knowledge and information concerning new developments, presentations, tests and talks. The parties shall take all reasonable steps to maintain confidentiality in their relations with third parties. In particular, they shall require preservation of confidentiality from all their employees and other members of their companies, and forbid any kind of misuse.

§2 EXPLOITATION RIGHTS

The Prospective Buyer shall not use the confidential information others than for the purposes of his business with the Inventor except with the prior written consent of the Inventor. The Inventor shall have the exclusive and unrestricted right to file an application for protection.

§3 DOCUMENTS AND DATA

The parties shall return to one another all confidential information received in written or tangible form, including copies, or reproductions or other media containing such confidential information upon the expiration of this Agreement. Any data and all its copies shall be deleted from the respective media.

§4 OTHER INFORMATION

Obligation to keep information confidential shall not apply to developments which already belong to the state of technology and hence are no longer eligible for protection.

§5 CONTRACTUAL PENALTY

Irrespective of a possible claim for damages, the parties to the contract agree to pay a contractual penalty to the amount of DM …. in the case of any breach of this Agreement.

§6 MISCELLANEOUS

1. This Agreement shall be governed by and interpreted in accordance with the laws of the Federal Republic of Germany. Each of the parties hereto irrevocably agrees that the competent courts in the area of the registered office of the Inventor shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes which may arise out of or in connection with this Agreement as long as the Prospective Buyer is a merchant.

2. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, then all other provisions shall be given effect separately therefrom and shall not in any way be affected or impaired thereby. If any covenants set forth are illegal or unenforceable, it is the intention of the parties that such covenant shall not thereby be terminated but shall be deemed amended as soon as possible to the extent necessary to render it valid and enforceable.

3. The venue and the place of performance shall be … .

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

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                         Place, date

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                         Signature


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                         Signature