Non-Disclosure Agreement


	This Agreement made as of the _____ day of October, 2014, by and between GAW Miners, LLC, and their respective subsidiaries and related companies (collectively referred to herein as the “Company”) and the undersigned (“Receiving Party”).

		In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.	The Receiving Party understands that the Company has disclosed or may disclose information in connection with the Receiving Party’s potential business relationship with the Company (“Business Relationship”) concerning the Company’s business and products (including, without limitation, all samples, formulation documents, specifications, formulas, methods, processes, development and manufacturing information, know-how, ideas, inventions and improvements (whether patentable or not), and other technical, business, marketing, financial and product development plans, forecasts, statements, pricing, strategies and information of the Company), which to the extent previously, presently or subsequently disclosed to the Receiving Party is hereinafter referred to as “Confidential Information” of the Company.  The Receiving Party agrees that Confidential Information of the Company shall:

		(i)	be used solely for the purpose of the Business Relationship, internally, and not for any other purpose whatsoever;  (ii) not be copied or reverse-engineered; (iii) be kept in a safe place and the Receiving Party agrees to exercise reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its Confidential Information); and (iv) be kept confidential by the Receiving Party and the Receiving Party agrees not to divulge any such Confidential Information or any information derived therefrom to any Person, except that the Receiving Party may disclose such Confidential Information, or portions thereof, to those of the Receiving Party’s employees who need to know such information for the purpose of the Business Relationship (it being understood that those employees will be informed of the confidential nature of the Confidential Information and the obligations assumed hereunder and will only be given access to same if they consent to abide by such obligations), and the Receiving Party shall be responsible for such employees’ compliance with the obligations hereunder.

	For purposes hereof, the term “Person” means any natural person, corporation, division of a corporation, partnership, proprietorship, trust, joint venture, association, firm, company, limited liability company, estate, foundation, or any other entity, whether or not incorporated, and any governmental authority, unit or agency.

	Without granting any right or license, the Company agrees that sections 2(a)(i), (ii), (iii) and (iv) shall not apply to any information that the Receiving Party can document (1) is or becomes generally available to the public other than as a result of a disclosure or improper act or omission of the Receiving Party or any of its employees, (2) was in the Receiving Party’s possession or known by it prior to receipt from the Company, (3) was rightfully disclosed to the Receiving Party by a third party without restriction, (4) is provided by the Company to third parties without restriction, or (5) was independently developed by the Receiving Party without use of any Confidential Information of the Company by employees of the Receiving Party who have had no access to such information.

	(b)  The Receiving Party may make disclosures required by court order provided the Receiving Party (i) uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order, (ii) has given the Company prior notice of any such court order and (iii) has allowed the Company to participate in the proceedings.

2.	Immediately upon (i) the decision of either party to not proceed with the Business Relationship and/or terminate the Business Relationship or (ii) at the request of the Company at any time, the Receiving Party will promptly return to the Company all of the Confidential Information of the Company and all documents and media containing any such Confidential Information and all copies thereof in its possession, custody or control, and permanently delete all electronic records containing any such Confidential Information.  The Receiving Party understands and acknowledges that nothing contained herein requires the disclosure of any Confidential Information of the Company, which shall be disclosed, if at all, solely at the option of the Company.

3.	(a)	Each party understands and agrees that no contract or agreement with respect to the Business Relationship shall be deemed to exist unless and until a binding agreement has been executed by and delivered to each of them, and no legal or other obligation of any kind whatsoever exists with respect to such relationship by virtue of this Agreement or any other written or oral expression with respect to such transaction, except in the case of this Agreement for the matters specifically agreed to herein.

	(b) 	It is further understood and agreed that nothing contained in this Agreement, nor the fact that Confidential Information of the Company is disclosed to the Receiving Party, shall be construed as a grant of or as an intention or commitment to grant to the Receiving Party any right, title or interest in and to the Confidential Information of the Company or any products or processes encompassed thereby or improvements or developments thereof or intellectual property rights relating thereto.

4.	It is further understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder will operate as a waiver thereof.  Any waiver of any of the provisions of this Agreement will not be effective unless made in writing and signed by the party against whom the enforcement of such waiver is sought.  A waiver given in any case shall only apply with respect to that particular act, omission or breach, and shall not be effective as to any further or subsequent act, omission or breach, regardless of whether they be of the same or similar nature.

5.	The Receiving Party acknowledges and agrees that the Confidential Information of the Company is proprietary to and is a valuable, unique asset of the Company and that any disclosure or use thereof in violation of the provisions of this Agreement will cause irreparable harm and loss to the Company.  As such, the Receiving Party acknowledges and agrees that it shall be responsible for its employees compliance with the provisions of the Agreement and that money damages alone are not a sufficient remedy for any breach or threatened breach of this Agreement by the Receiving Party and/or its employees and that the Company shall be entitled to commence an action for specific performance and/or injunctive relief as remedies for any such breach or any threatened breach, and shall not be required, in any such action, to post any bond on account of any injunctive or preliminary relief sought.  Such remedies shall not be deemed to be the exclusive rights or remedies for a breach of this Agreement but shall be in addition to all other rights and remedies available at law, in equity or otherwise to the Company, it being the intention that all such rights and remedies are cumulative and not exclusive.

6.	This Agreement shall survive the termination of the Business Relationship.

7.	This Agreement shall be governed by, enforced and construed in accordance with the domestic laws of the State of Connecticut, without giving effect to principles of (i) conflicts or choice of law or (ii) comity of nations.

8.	Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  Further, to the extent that any terms or provisions hereof are deemed invalid, void or otherwise unenforceable, but may be made enforceable by amendment thereto, the parties agree that such amendment may be made so that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in any such jurisdiction in which enforcement is sought.  This Agreement supersedes all prior discussions, negotiations and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof.  This Agreement may not be modified or amended except by an instrument in writing signed by the party against whom enforcement is sought.  Neither party shall have the right to assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party.

		`IN WITNESS WHEREOF, each of the parties has caused a duly authorized officer to execute and deliver this Agreement, all on the day and year set forth above.



RECEIVING PARTY:				COMPANY:

						GAW MINERS, LLC


By:						By:
Name:						Name:
Title:						Title: