Non Disclosure Agreement

Non-Disclosure Agreement


This non-disclosure agreement (“Agreement”) is between Blue Dolphin Design and Engineering, Inc. and ___________________________________________ (hereafter referred to as “Company”), having a business address at _______________________________________________________.


I. RECITALS

A. Company wishes to provide certain trade secret, confidential and proprietary information (hereinafter collectively “Information”) pertaining to _____________ ___________________________________________________________ or similar device (hereafter referred to as device). This exchange includes all communication of Information between the parties in any form whatsoever, including oral, written and machine readable form, pertaining to the above.


B. Company wishes to provide the Information for the sole purpose of quotation and/or design and/or manufacturing of device.


C. Blue Dolphin Design and Engineering, Inc. is willing to receive the Information and Company is willing to disclose the Information (as “Receiving Party”) on the terms and conditions set forth herein. Therefore, Blue Dolphin Design and Engineering, Inc. and Company agree, as follows:


1. That the disclosure of Information to Blue Dolphin Design and Engineering, Inc. is in strictest confidence and thus Blue Dolphin Design and Engineering, Inc. will:

a. (1) Not disclose to any other person the Information and (2) use at least the same degree of care to maintain the Information secret as the Company uses in maintaining as secret its own secret information, but always at least a reasonable degree of care;

b. Use the Information only for the above purpose;

c. Restrict disclosure of the Information solely to those employees of Blue Dolphin Design and Engineering, Inc. having a need to know such Information in order to accomplish the purpose stated above;

d. Advise each such employee, before he or she receives access to the Information, of the obligations of Blue Dolphin Design and Engineering, Inc. under this Agreement, and require each such employee to maintain those obligations;

e. Within fifteen (15) days following request of Company, return to Company all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Information, or confirm to Company, in writing, the destruction of such materials; and

f. Immediately upon sale of Blue Dolphin Design and Engineering, Inc. or merger of Blue Dolphin Design and Engineering, Inc. with a third party, return to Company all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Information, or confirm to Company, in writing, the destruction of such materials.


2. This Agreement imposes no obligation on Blue Dolphin Design and Engineering, Inc. with respect to any portion of the Information received from Company which (a)(1) was known to the Blue Dolphin Design and Engineering, Inc. prior to disclosure by Company and (2) as to which Blue Dolphin Design and Engineering, Inc. has no obligation not to disclose or use it, (b) is lawfully obtained by the Blue Dolphin Design and Engineering, Inc. from a third party under no obligation of confidentiality, (c) is or becomes generally known or available other than by unauthorized disclosure, (d) is independently developed by the Blue Dolphin Design and Engineering, Inc. or (e) is generally disclosed by Company to third parties without any obligation on the third parties.


3. This Agreement imposes no obligation on Blue Dolphin Design and Engineering, Inc. with respect to any portion of the Information disclosed by Company, unless such portion is (a) disclosed in a written document or machine readable media marked “CONFIDENTIAL” at the time of disclosure or (b) disclosed in any other manner and summarized in a memorandum mailed to Blue Dolphin Design and Engineering, Inc. within thirty (30) days of the disclosure. Information disclosed by Company in a written document or machine readable media and marked “CONFIDENTIAL” includes, but is not limited to, the items, if any, set forth in Schedule A attached hereto. Schedule A is incorporated herein by reference. Blue Dolphin Design and Engineering, Inc. hereby acknowledges receipt of the items listed in Schedule A, if any. 4. The Information shall remain the sole property of Company.


5. In the event of a breach or threatened breach or intended breach of this Agreement by Company, Blue Dolphin Design and Engineering, Inc., in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach.


6. The validity, construction, and performance of this Agreement are governed by the laws of the state of California.


7. The rights and obligations of the parties under this Agreement may not be sold, assigned or otherwise transferred.


8. If any arbitration, litigation or other legal proceeding relating to this Agreement occurs, the prevailing party shall be entitled to recover from the other party (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorney’s fees, incurred in the proceeding.


This Agreement is binding upon Blue Dolphin Design and Engineering, Inc. and Company, and upon the directors, officers, employees and agents of each. This Agreement is effective as of the later date of execution and will continue indefinitely, unless terminated on thirty (30) days written notice by either party. However, Blue Dolphin Design and Engineering, Inc.’s obligations of confidentiality and restrictions on use of the Information disclosed by Company shall survive termination of this Agreement. Blue Dolphin Design and Engineering, Inc.


By: ______________________________________

Name: _____________ ______________

Title: _____________________________________

Date: _______________


Company: _________________


By: _______________

Name: _____________

Title: _______________

Date: _______________


Blue Dolphin Engineering