Re: [compost_tea] Re: Flow forms
Earth-Wise/Spirit of the Earth
535 Rosina Drive
Los Osos, CA 93402
NON-DISCLOSURE AGREEMENT
This non-disclosure agreement ("Agreement") is between Jim Toler, Willamett=
e Organics (Recipient) and Earth-Wise/Spirit of the Earth (EW/SOE), a compa=
ny having a business address at: 535 Rosina Drive, Los Osos, CA 93402
RECITALS
A. Spirit of the Earth wishes to disclose and Recipient wishes to receive c=
ertain information from EW/SOE represented by EW/SOE to be confidential and=
proprietary information (hereinafter collectively, "Information") pertaini=
ng to: A process to brew compost tea and aerate water in a bucket or tub. T=
his 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. Recipient wishes to receive and EW/SOE wishes to disclose the Informatio=
n for the sole purpose of: Building and testing an apparatus designed to in=
crease microbial and fungal populations that result from making what has co=
me to be known as "Compost Tea" (CT).
AGREEMENTS
Therefore, Recipient and EW/SOE agree, as follows: 1. That the disclosure o=
f Information by EW/SOE is in confidence and thus Recipient agrees to:
a. (1) Not disclose the Information to any other person and (2) use at leas=
t the same degree of care to maintain the Information confidential as Recip=
ient uses in maintaining as confidential its own confidential 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 Reci=
pient having a need to know such Information in order to accomplish the pur=
pose stated above;
d. Advise each such employee, before he or she receives access to the Infor=
mation, of the obligations of Recipient under this Agreement, and require e=
ach such employee to maintain those obligations.
e. Within fifteen (15) days following request of EW/SOE return to the EW/SO=
E all documentation, copies, notes, diagrams, computer memory media and oth=
er materials containing any portion of the Information, or confirm to EW/SO=
E, in writing, the destruction of such materials.
2. This Agreement imposes no obligation on Recipient with respect to any po=
rtion of the Information received from EW/SOE which (a) was known to Recipi=
ent prior to disclosure by EW/SOE, (b) is lawfully obtained by Recipient fr=
om a third party under no obligation of confidentiality, (c) is or becomes =
generally known or publicly available other than by unauthorized disclosure=
, (d) is independently developed by Recipient or (e) is disclosed by EW/SOE=
to a third party without a duty of confidentiality on the third party.
EW/SOE - NDA - Page 2/2
3. This Agreement imposes no obligation on Recipient with respect to any po=
rtion of the Information unless such portion is (a) disclosed in a written =
document or machine readable media marked "CONFIDENTIAL" at the time of dis=
closure or (b) disclosed in any other manner and summarized in a memorandum=
mailed to Recipient within thirty (30) days of the disclosure. Information=
disclosed by EW/SOE in a written document or machine readable media and ma=
rked "CONFIDENTIAL" includes, but is not limited to: Drawings, verbal descr=
iptions, discussions, emails, mail, test results, testing, application and =
problems/problem resolution pertaining to the matter covered by the Informa=
tion.
4. The Information shall remain the sole property of EW/SOE.
5. In the event of a breach or threatened breach or intended breach of this=
Agreement by either party, the other party, in addition to any other right=
s and remedies available to it at law or in equity, shall be entitled to pr=
eliminary and final injunctions, enjoining and restraining such breach or t=
hreatened breach or intended breach.
6. Recipient agrees it will not export, directly or indirectly, any technic=
al data acquired from EW/SOE or any product utilizing any such data to any =
country for which the U.S. Government or any agency thereof at the time of =
export requires an export license or other governmental approval, without f=
irst obtaining such license or approval.
7. The validity, construction, and performance of this Agreement are govern=
ed by the laws of the State of California within the broader laws of the Un=
ited States of America, and suit may be brought in California, USA to enfor=
ce the terms of this Agreement.
8. The rights and obligations of the parties under this Agreement may not b=
e sold, assigned or otherwise transferred.
This Agreement is binding upon Recipient and EW/SOE 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 terminat=
ed on thirty (30) days written notice by either party. However, Recipient's=
obligations of confidentiality and restrictions on use of the Information =
disclosed by EW/SOE (owner of Information) shall survive termination of thi=
s Agreement.
Recipient
By:_______________
Name:_____________
Title:_______________
Date:_______________
Earth-Wise/Spirit of the Earth
Name: Ted Peterson
Title: Owner
Date:12/27/2004
Received on Mon Dec 27 2004 - 19:42:25 EST
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