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"Affiliated Company" shall mean any company or legal entity which (1) controls either directly or indirectly a Party, or (2) which is controlled directly or indirectly by such Party, or (3) is directly or indirectly controlled by a company or entity which directly or indirectly controls such Party. "Control" means the right to exercise 50% or more of the voting rights in the appointment of the directors of such company. d) The Receiving Party shall be entitled to disclose the Confidential Information without RRIs prior written consent to such of the following persons who have a clear need to know in order to evaluate the Area: i) employees, officers and directors of the Receiving Party; ii) employees, officers and directors of an Affiliated Company; iii) any professional consultant or agent retained by the Receiving Party for the purpose of evaluating the Confidential Information; or iv) any bank financing Receiving Party's participation in the Area, including any professional consultant retained by such bank for the purpose of evaluating the Confidential Information. Prior to making any such disclosures to persons under subparagraphs (iii) and (iv) above, however, the Receiving Party shall obtain an undertaking of confidentiality noncompetition and non-circumvention, in the same form and content as this Agreement, from each such person. e) The Receiving Party and its Affiliated Companies, if any, shall only use or permit the use of the Confidential Information disclosed under Paragraphs c or d above to evaluate RRIs proposal and plans and determine whether to enter into negotiations concerning the funding, or other financial assistance, of RRI. f) The Receiving Party shall be responsible for ensuring that all persons to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person. Neither Party shall be liable in an action initiated by one against the other for special, indirect or consequential damages resulting from or arising out of this Agreement, including, without limitation, loss of profit or business interruptions, however same may be caused. g) The Confidential Information shall remain the property of RRI, and may demand the return thereof at any time upon giving written notice to the Receiving Party. Within 10 days of receipt of such notice, the Receiving Party shall return all of the original confidential Information and shall destroy all copies and reproductions (both written and electronic) in its possession and in the possession of persons to whom it was disclosed pursuant to Paragraphs c and d hereof. h) If the Receiving Party provides financing or enters into other types of arrangements which effectively result in acquiring interest in RRI or its properties, then the confidentially obligations of this Agreement shall terminate automatically on the date the Receiving Party enters into a further agreement which contains provisions covering RRIs Confidential Information. Unless earlier terminated under the preceding sentence, the confidentiality obligations set forth in this Agreement shall terminate two years after the date of this Agreement..
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i)
RRI makes no representations or warranties, express or implied, as to the quality, accuracy and completeness of the Confidential Information disclosed hereunder, and the Receiving Party expressly acknowledges the inherent risk of error in the acquisition, processing and interpretation of geological and geophysical data. RRI, its Affiliated Companies, their officers, directors and employees shall have no liability whatsoever with respect to the use of or reliance upon the Confidential Information by the Receiving Party.
2) Obligation of Non-Competition: The Receiving Party agrees to not use RRIs Confidential information in his own business, efforts, endeavors or affairs, or enable others to take advantages and similar derivable from RRIs Confidential Information . 3) Non-Circumvention: The Receiving Party agrees for himself, company, affiliates, the company or companies officers, directors, agents, associates and any related parties, that he will not, either directly or indirectly, contact, deal with or otherwise become involved with any party or parties introduced, directly or indirectly, by or through RRI, its officers, directors, agents or associates, for the purpose of circumventing RRI in any way, to either damage or destroy RRIs established relationships with parties or towards avoiding any payments or obligations, percentage of profits, commissions, profit sharing, equity participation, or other fees, exchanges or considerations.
4) General Provisions: a) No amendments, changes or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorized representative of each of the Parties herein. b) This Agreement will continue in effect for two (2) years. c) The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the full and complete agreement of the Parties hereto with respect to the disclosure of the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto, whether written or oral, expressed or implied. d) Unless otherwise expressly stated in writing, any prior or future proposals or offers made in the course of the Parties' discussions are implicitly subject to all necessary management and government approvals and may be withdrawn by either at any time. Nothing contained herein is intended to confer upon the Receiving Party any right whatsoever to the RRI's interest in the Area e) This Agreement shall be governed by and interpreted in accordance with the laws of the STATE OF TEXAS, and shall be binding upon the parties hereto and upon their respective executors, administrators, representatives, successors, agents, employees,
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and assigns. In the event any action or proceeding is commenced to (i) determine a breach hereof and obtain damages therefore, or (ii) otherwise enforce this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the non-prevailing party in such action or proceeding all costs and expenses thereof, including reasonable attorneys fees and costs. Any dispute arising out of or relating to this Agreement including any question regarding its existence, validity, or termination, which cannot be amicably resolved by the Parties shall be settled by arbitration conducted in Houston, Texas, in accordance with the Arbitration Rules of the International Chamber of Commerce. The arbitration shall be conducted by three arbitrators with one arbitrator to be selected by each Party, and the two so appointed shall appoint the third arbitrator. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first hereinabove written.
RRI Revelar Resources Inc By: _________________________ Name: Jeff Tucker Title: President