General Two-way Confidentiality and Non-disclosure Agreement

Two-way Confidentiality and Non-disclosure Agreement

between

Biofabrik Technologies GmbH, a company incorporated in Germany (registered under

number HRB 29551) and whose office is at Dresden, Rossendorfer Ring 6, 01328 Dresden

- hereinafter referred to as “Biofabrik” -

and

Name

Date of birth

Company name

Business address or place of

residence

Date

- hereinafter referred to as Company -

Biofabrik White Refinery GmbH Geschäftsführer: Oliver Riedel Bank: Dresdner Volksbank Raiffeisenbank eG
Rossendorfer Ring 6 Telefon: +49 (0) 351 31628888 IBAN: DE52850900003404311009
01328 Dresden Fax: +49 (0) 351 7979007 BIC/SWIFT: GENODEF1DRS
Deutschland Mail: info@biofabrik.com HRB 32620
Steuernummer: 202/122/05517
USt-ID: DE291694828 1
Preamble

This agreement shall assure the protection and preservation of proprietary and/or
confidential information (in the following „Proprietary Information“) which shall be
disclosed or made available between the contractual parties in the framework of this
agreement. The purpose of such disclosure of Proprietary Information is to enable the
parties to economically evaluate the proposed business transaction concerning the
technology(ies) of Biofabrik and to enter into an ensuing business arrangement

Therefore, the parties agree as follows:

§ 1 Definitions

​(1) The recipient of Confidential Information shall hereinafter be referred to as “Receiving

Party” and the Party disclosing Confidential Information shall hereinafter be referred to as
“Disclosing Party”.

(2) Permitted Users are the parties, their bodies and employees as well as companies
affiliated with the parties and their bodies and employees, provided that they are each
subject to a confidentiality obligation towards the party that does not fall short of the
protection of this agreement and must necessarily be involved in the project. Permitted
Users are also advisors to the parties who are professionally or contractually bound to
secrecy and their bodies and employees who are bound to secrecy.

​(3) „Affiliated Companies“ means companies as defined in Section 15 et subseq. of the

German Code on Share Companies (Aktiengesetz), which are in existence as affiliated
companies at the time of entering into this Agreement.

(4) "Employees" are the employees of the respective party and of the respective affiliated
companies as well as employees without employee status such as freelance workers and
temporary workers.

​(5) „Technology“ means the design and manufacture of machines that are used to recycle
plastic and oil.

​§ 2 Secrecy Obligation

(1) Subject to the limitations set forth in the subsequent section 3, all information
disclosed between the parties shall be confidentially handled.

(2) Confidential Information, irrespective of its form and medium in which it is contained,
within the meaning of this agreement shall be regarded in particular: products,
manufacturing processes, know-how, business secrets, business relationships, business
strategies, business plans, financial planning, personnel matters.

​(3) The parties undertake and represent to each other to handle Proprietary Information:

Biofabrik White Refinery GmbH
Rossendorfer Ring 6
01328 Dresden
Deutschland
Geschäftsführer: Oliver Riedel
Telefon: +49 (0) 351 31628888
Fax: +49 (0) 351 7979007
Mail: info@biofabrik.com
Bank: Dresdner Volksbank Raiffeisenbank eG
IBAN: DE52850900003404311009
BIC/SWIFT: GENODEF1DRS
HRB 32620
Steuernummer: 202/122/05517
USt-ID: DE291694828 2
 a) confidentially and with due care;
b) to use Proprietary Information only for the contractually provided purpose;
and
c) not to disclose any Confidential Information to third parties, with the exception of
such of its permitted users who need this information in order to carry on the
negotiations, to evaluate or carry out the Transaction.

§ 3 Exceptions

As Proprietary Information within the meaning of section 2 of this agreement shall not be
regarded such information of which the concerned party having received the information
in question can demonstrate:

a) is generally known to the public at the time of disclosure or becomes generally

known through no wrongful act on the part of the concerned party;
b) becomes known to the concerned party through a disclosure by sources other
than the other party or of one of its affiliates having no duty of confidentiality to
the other party, whether direct or indirect, with all respect to such information and
having the legal right to disclose such information;
c) that the Proprietary Information has been independently gained and without
infringing on a duty of confidentiality.

§ 4 Protective Measures of secrecy

(1)​​​In order to ensure that the Confidential Information is kept confidential the Parties
mutually agree:

a) that all documents and materials which contain Confidential Information

- shall be kept separately from all other documents, materials and notes and
in such a way that they are recognisable as trade and business secrets of
the Disclosing Party; and
- shall be kept in a safe place in order to protect them from theft or
unauthorised access;

b) to only make copies of Confidential Information to the extent necessary in order to

carry on the negotiations effectively or to evaluate the Transaction and to ensure
when copying the Confidential Information that any marks on the original
documents which indicate the confidential nature of the information are as legible
on the copies as on the original documents;
c) neither to use, reproduce, process or store Confidential Information on any
computer or electronic information system which can be accessed remotely nor to
transmit Confidential Information outside its business premises;
d) to notify the Disclosing Party without delay after becoming aware of an actual or
imminent unauthorised use or an actual or imminent unauthorised disclosure of
Confidential Information and to take all reasonable measures in order to prevent or

Biofabrik White Refinery GmbH
Rossendorfer Ring 6
01328 Dresden
Deutschland
Geschäftsführer: Oliver Riedel
Telefon: +49 (0) 351 31628888
Fax: +49 (0) 351 7979007
Mail: info@biofabrik.com
Bank: Dresdner Volksbank Raiffeisenbank eG
IBAN: DE52850900003404311009
BIC/SWIFT: GENODEF1DRS
HRB 32620
Steuernummer: 202/122/05517
USt-ID: DE291694828 3
 terminate any such use or any such
disclosure, if necessary with the assistance of the Disclosing Party;

(2) The Receiving Party shall have taken all (technical) measures that it usually uses in its
own affairs in order to prevent or hinder unauthorised disclosure of information under this
Agreement and to make such disclosure demonstrable. The Receiving Party shall be
prohibited from removing or circumventing such protective measures.

§ 5 Forwarding of Information

(1) The information may be disclosed by the Receiving Party on the basis of Section 2 and
4 (§ 2 and § 4) only
- to those who need to know the information within the scope of its intended use, in
particular to its employees,
- to consultants, if they are subject to a statutory duty of confidentiality with regard
to the information disclosed,
- if there is a Mandatory Obligation to do so,
- to the persons whom the Receiving Party legitimately uses to fulfil its obligations
to the Disclosing Party to economically evaluate the proposed business
transaction or
- when the Disclosing Party has consented to the disclosure.

(2) Forwarding means the transmission to a third party including the retrieval, inspection
or other kind of obtaining of the information.

​(3) In particular, the Receiving Party must oblige its employees and vicarious agents who
may gain knowledge of the information to observe the rules of this Agreement. In doing
so, it must in particular point out to employees the limits of passing on information to the
employee representatives.

4) The Receiving Party shall ensure that information is not disclosed to third parties, in
particular to shareholders, on the basis of a third party's right to information, which may
be waived.

(5) If at the time of the conclusion of this Agreement there is a Mandatory Obligation to
disclose information, the party affected by this shall immediately inform the other party of
the basis and scope of this obligation, insofar as this has not already been done.

(6) Where an authorized third person requests the transmission of information from the
Receiving Party, the Receiving Party shall inform the Disclosing Party thereof without
delay, and wait as long as legally permitted to allow the Disclosing Party to verify the legal
situation. In the event of disclosure by virtue of a Mandatory Obligation, the Receiving
Party shall draw the attention of the recipient to the quality of the information as a Trade
Secret, provided that this is not contrary to the interests of the Disclosing Party. In case of
doubt, the Receiving Party shall consult with the Disclosing Party.

Biofabrik White Refinery GmbH
Rossendorfer Ring 6
01328 Dresden
Deutschland
Geschäftsführer: Oliver Riedel
Telefon: +49 (0) 351 31628888
Fax: +49 (0) 351 7979007
Mail: info@biofabrik.com
Bank: Dresdner Volksbank Raiffeisenbank eG
IBAN: DE52850900003404311009
BIC/SWIFT: GENODEF1DRS
HRB 32620
Steuernummer: 202/122/05517
USt-ID: DE291694828 4
(7) If the Receiving Party becomes aware of any
unauthorised disclosure of information, it shall immediately inform the Disclosing Party. In
doing so, the Receiving Party shall state all circumstances of disclosure of which it is
aware, insofar as the Disclosing Party may legitimately expect to be informed thereof.

§ 6 Return/Destruction of Information

(1) At Disclosing Party’s written request the Receiving Party will within thirty (30) days of
receipt of such request, either return, destroy or delete all provided Confidential
Information as well as any copies in its possession, and will procure the same for all
Permitted Users.

(2) The foregoing does not apply to:

a) copies of Confidential Information created by automated processes (such as for

backup purposes), provided these copies will be deleted in accordance with the
regular ongoing records retention process of Receiving Party or any Permitted
User and not be used prior to deletion;
b) any Confidential Information that Receiving Party or any Permitted User is
required to retain under applicable laws, which may be retained for such purpose
only;
c) one copy of Confidential Information that may be retained for legal or
management decision archival purposes only, provided that the non-disclosure
obligations continue to apply, and such retained copies or Confidential
Information may not be used for any purpose other than stated in this Agreement.

(3) The delation of the confidential information must take place in the most secure
manner according to the current state of the art, as far as it is reasonable and possible for
the interested party.

(4) The party obliged to return or delete confidential information is only entitled to assert
a right of retention with undisputed or legally established counterclaims.

§ 7 Data Protection

(1) The Disclosing Party shall ensure that the transfer of any personal information is carried
out in accordance with the requirements of data protection law.

(2) Within the scope of its obligations to economically evaluate the proposed business
transaction, each party shall support the other party in the fulfilment of the data
protection obligations resulting from the disclosure of information.

Biofabrik White Refinery GmbH
Rossendorfer Ring 6
01328 Dresden
Deutschland
Geschäftsführer: Oliver Riedel
Telefon: +49 (0) 351 31628888
Fax: +49 (0) 351 7979007
Mail: info@biofabrik.com
Bank: Dresdner Volksbank Raiffeisenbank eG
IBAN: DE52850900003404311009
BIC/SWIFT: GENODEF1DRS
HRB 32620
Steuernummer: 202/122/05517
USt-ID: DE291694828 5
§ 8 No Further Rights

The Parties acknowledge that nothing contained in this Agreement is intended or shall
be construed to convey to the Receiving Party any rights or license under the Confidential
Information or any intellectual property rights of the Disclosing Party.

§ 9 Contractual Penalty

(1) If one party violates one or more of the following obligations and is responsible for this
violation, it shall incur a contractual penalty, which shall be determined by the other party
in each individual case at its reasonable discretion (§ 315 BGB) and, in the event of a
dispute, shall be reviewed by the locally competent regional court.

(2) A contractual penalty pursuant to paragraph 1 shall be forfeited if the Receiving Party
contrary to the provisions in

- Section 4 (§ 4), cancels or circumvents technical protection measures and/or

- Section 5 (§ 5) paragraph 1 discloses information.
- Section 6 does not return or destroy information.
- A paid contractual penalty shall be set off against claims for damages resulting
from the same breach of duty. The contractual penalty represents the minimum
amount of damage

§ 10 Term of this Agreement

​The Parties agree that this Agreement is concluded for a term of one (1) year.

§ 11 Survival

The confidentiality obligations will continue to exist for a further three (3) years after the
end of the term of this Agreement.

§ 12 Correspondence

The persons responsible for receiving and keeping the Confidential Information are:

for Biofabrik:

for Company:

Biofabrik White Refinery GmbH
Rossendorfer Ring 6
01328 Dresden
Deutschland
Geschäftsführer: Oliver Riedel
Telefon: +49 (0) 351 31628888
Fax: +49 (0) 351 7979007
Mail: info@biofabrik.com
Bank: Dresdner Volksbank Raiffeisenbank eG
IBAN: DE52850900003404311009
BIC/SWIFT: GENODEF1DRS
HRB 32620
Steuernummer: 202/122/05517
USt-ID: DE291694828 6
Any changes of responsible persons shall be notified in writing to the other Party.

§ 13 Miscellaneous

(1) This agreement supersedes all prior agreements, written or oral, between the parties
relating to the subject matter of this agreement. This agreement may be modified or
amended in all or in part only in writing.

(2) If any of the provisions of this agreement shall become or be held invalid or
unenforceable, all other provisions hereof shall remain in full force and effect. The invalid
provision or unenforceable provision shall be deemed to be automatically amended and
replaced by a valid or enforceable provision which economically accomplishes as far as
possible the purpose and the intent of the invalid or unenforceable provision. The same
shall apply to gaps (if any).

(3) This agreement shall be subject to the laws of the Federal Republic of Germany. The
parties agree on the exclusive jurisdiction of the local courts in Berlin (Germany).

​§ 14 Language

This Agreement has been drawn up in the English language. Any German translation is
made available for reading purposes only and the English version prevails in case of any
discrepancies in the wording.

______________________________________________________

Place, Date, Signature ‘Company’

______________________________________________________

Place, Date, Signature ‘Biofabrik’

Biofabrik White Refinery GmbH
Rossendorfer Ring 6
01328 Dresden
Deutschland
Geschäftsführer: Oliver Riedel
Telefon: +49 (0) 351 31628888
Fax: +49 (0) 351 7979007
Mail: info@biofabrik.com
Bank: Dresdner Volksbank Raiffeisenbank eG
IBAN: DE52850900003404311009
BIC/SWIFT: GENODEF1DRS
HRB 32620
Steuernummer: 202/122/05517
USt-ID: DE291694828 7