CONFIDENTIALITY & NON-COMPETITION AGREEMENT
This Agreement is between GUSTAVO TABOADA ("Offeror") and [Your Name/Company] (herein referred to as "Receiver") and sets forth the terms for the presentation to Receiver of one project in Humble Dome area - Harris County, Texas which will provide Receiver with the opportunity to evaluate the Project and to fund the totality, or a part of it.
1. The Geographical Area. As used in this Agreement, the geographical area on which the Project is located ("Geographical Area") is agreed to mean: THE AREAS ASSOCIATED TO LEASES FOLLOWING THE LEASE PARTITIONS AND BOUNDARIES AS DEFINED BY THE TEXAS RAILROAD COMMISSION.
2. Proprietary and Confidential Information. The term "Proprietary and Confidential Information" ("PCI") as used in this Agreement is agreed to mean all oral disclosures and information, data and knowledge contained in the documents (whether geological, geophysical, economic, financial or management) which are related to the Project or to the exploration potential of the Geographical Area.
3. Restrictions on Receiver's Future Activities. For the period of three (3) years after the date on which Receiver has signed this Agreement, Receiver agrees:
- To keep the PCI secret and not to disclose the PCI to any entity or person except to Receiver's employees or consultants necessary to evaluate the Project;
- To use the PCI solely for the purpose of evaluating the Project and not to use the PCI for Receiver's financial advantage without compensation to the Offeror;
- Not to purchase or acquire any oil or gas ownership, leasehold, royalty, or other interest within the Geographical Area unless Receiver and Offeror have entered into a written agreement;
- Not to reproduce or make any copies of any of the PCI unless specific written authorization is received from the Offeror;
- Immediately at the request of the Offeror or within fifteen (15) days of Receiver's rejection of the Project, to return all PCI and destroy all related documents.
4. Remedies for Breach. Receiver agrees that if this Agreement is breached, the remedy at law may be inadequate and therefore an injunction, specific performance or other forms of equitable relief or monetary damages shall be available.
5. Binding Effect. This Agreement shall be binding on Receiver and Receiver's officers, directors, employees, agents, attorneys, accountants and representatives.
6. Miscellaneous.
- This agreement shall be governed by the law of the state of Texas;
- The Project is offered subject to prior sale and may be withdrawn;
- This Agreement does not create a partnership or joint venture between Receiver and Offeror;
- RECEIVER SHALL INDEPENDENTLY ACQUIRE ITS OWN INFORMATION AND EVALUATE THESE PROJECTS BASED ON ITS OWN INFORMATION, EXPERIENCE AND KNOWLEDGE.