aquentium fpi mutual nda

8/3/2019 Aquentium FPI Mutual NDA

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Florida Plastics International, Inc.10200 S. Kedzie Ave.

Evergreen Park, IL 60805

800-499-0400 phone

708-499-4620 fax

MUTUAL NONDISCLOSURE AGREEMENT

This Agreement, effective as of April 20, 2010 (the "Effective Date"), governs the disclosure ofinformation by and between Florida Plastics International, Inc., an Illinois corporation with its offices at

10200 South Kedzie Avenue, Evergreen Park, Illinois 60805 (Florida Plastics), and Aquentium, a

California corporation having its principal offices at 5188 Western Way, Perris, CA 95271 (Company).

WHEREAS, the parties are considering negotiating a possible business transaction (the

"Transaction");

WHEREAS, in connection with the negotiation of the Transaction, the parties may desire to

disclose Confidential Information to each other; and

WHEREAS, the parties desire to have a written agreement to govern the treatment of any such

disclosures.

NOW, THEREFORE, the parties agree as follows:

1. Confidential Information . In connection with potential and actual ongoing discussions betweenFlorida Plastics and Company concerning possible transactions (the "Transactions"), each party to

this Agreement may wish to disclose certain proprietary and confidential information to the other

party on a confidential basis. "Confidential Information" as used in this Agreement shall mean

any and all technical, business, accounting, and other non-technical information, including

without limitation, patent pending, trade secret and proprietary information, techniques, sketches,

drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software

programs, software source documents, and formulae related to the current, future and proposedproducts and services of each of the parties, and includes, without limitation, their respective

information concerning research, experimental work, development, design details and

specifications, engineering, financial information, procurement requirements, purchasing,

manufacturing, customer lists, business forecasts, sales and merchandising, business plans and

marketing plans and other information. Except as set forth below, all information exchanged by

the parties, whether in documentary form, orally, verbally or visually, shall be deemed to be

Confidential Information without the requirement of further designation.

2. Exclusions to Confidentiality . Each party's confidentiality obligations hereunder with respect toany portion of the other party's Confidential Information shall terminate when the party to whomConfidential Information was disclosed (the "Recipient") can document that: (a) it was in the

public domain at the time it was communicated to the Recipient by the other party; (b) it enteredthe public domain subsequent to the time it was communicated to the Recipient by the other party

through no fault of the Recipient; (c) it was in the Recipient's possession free of any obligation of

confidence at the time it was communicated to the Recipient by the other party; (d) it was

rightfully communicated to the Recipient free of any obligation of confidence subsequent to the

time it was communicated to the Recipient; (e) it was developed by employees or agents of the

Recipient without reference to the Confidential Information disclosed to the Recipient while

doing so; (f) it was communicated by the other party to an unaffiliated third party free of any


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obligation of confidence; and/or (g) the communication was in response to a valid order by a

court or other governmental body or was otherwise required by law. In the event either party is

compelled to disclose such Confidential Information in response to a valid order by a court of

other governmental body, the Recipient will promptly provide the Disclosing Party with notice of

such order so that the Disclosing Party may seek an appropriate protective order or waiveRecipient's compliance with the terms of this Agreement. In any event, Recipient will not oppose

action by the Disclosing Party to obtain an appropriate protective order or other reliable assurancethat confidential treatment will be accorded the Confidential Information.

1. Limited Use . Recipient will not duplicate, distribute, disseminate or make any use of, or in anyway disclose, any Confidential Information of the Disclosing Party to any person, firm orbusiness, except to the extent necessary for negotiations, discussions, and consultations with

personnel or authorized representatives of the Disclosing Party, the conduct of any business

between the parties and any purpose the other party may hereafter authorize in writing.

2. Treatment of Confidential Information . Recipient will treat all Confidential Information of theDisclosing Party with at least the same degree of care as it accords to its own ConfidentialInformation, and each of the parties represents that it exercises at least reasonable care to protect

its own Confidential Information.

3. Need to Know . Recipient will disclose Confidential Information of the Disclosing Party only tothose of its employees and contractors who need to know such information and who have

previously agreed, either as a condition to employment or in order to obtain the ConfidentialInformation, to be bound by terms and conditions substantially similar to those of this Agreement.

4. Disclosures To Be Made At The Disclosing Partys Discretion . Each party retains the right, in itssole discretion, to determine whether to disclose its Confidential Information to the other party,

and disclosure of Confidential Information of any nature shall not obligate the disclosing party to

disclose any further Confidential Information.

5. No Warranties . Each party (a) acknowledges that neither makes any representation or warranty(express or implied) as to the accuracy or completeness of any Confidential Information, and

(b) agrees to assume full responsibility for all conclusions it may derive from the Confidential

Information. Each party hereby expressly disclaims any and all liability that may be based, in

whole or in part, on any Confidential Information, errors therein or omissions therefrom.

6. No Obligations . Neither this Agreement, nor the disclosure of Confidential Information underthis Agreement, nor the ongoing discussions and correspondence by the parties concerning the

Transaction or any other matter, shall constitute or imply any promise or intention to consummate

a business relationship between the parties, to make any purchase or use of products, facilities,

business or services by either party or any commitment by either party with respect to any other

present or future transaction. If, in the future, the parties elect to enter into binding commitments

relating to the Transaction or any other transaction, such commitments will be explicitly stated ina separate written agreement executed by both parties, and the parties hereby affirm that they do

not intend their discussions, correspondence, and other activities to be construed as forming acontract relating to the Transaction or any other transaction without execution of such separate

written agreement.

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3. No Attack. Recipient will not attack, compromise, file suit against or in any manner attempt tovitiate or commit or fail to take any action which could vitiate any of the Disclosing Party's

rights, titles or interests in the Confidential Information.

4. Irreparable Injury . Recipient acknowledges that if it breaches any of its obligations under thisAgreement, it will cause damage of an irreparable and continuing nature to the Disclosing Party,

for which money damages alone will not provide adequate relief. Therefore, in addition to allappropriate money damages, the Disclosing Party is entitled to obtain injunctive relief (including

but not limited to a temporary restraining order) to prohibit Recipient's continuing breach of the

terms of this Agreement. The Disclosing Party shall have the right to obtain such relief without

having to prove any damages or post any bond or other surety. Recipient agrees that the

Disclosing Party's demonstration that Recipient has violated any of the confidentiality obligations

herein will constitute sufficient cause for entering an immediate order of injunctive relief as

aforesaid, without any further showing by the Disclosing Party of damages or any other elements

of injunctive actions generally.

7. Retention of Ownership . All Confidential Information furnished by the Disclosing Party toRecipient shall remain the property of the Disclosing Party.

8. Return of Confidential Information . Upon request, Recipient shall promptly return to theDisclosing Party any and all copies of the Disclosing Partys Confidential Information. Any and

all Confidential Information in electronic form, and any notes, excerpts, abstracts, summaries or

the like created from the Confidential Information, whether in electronic or other form ("Notes"),

shall be destroyed and such destruction certified to the Disclosing Party by Recipient along with

the return of all the Confidential Information. Recipient will not retain any copies of the

Confidential Information and Notes in any media.

9. No Licenses . Nothing contained in this Agreement shall be construed as granting or conferringany rights by license or otherwise in any Confidential Information disclosed, or under any

trademark, patent, copyright, trade secret, mask work or any other intellectual property right of

either party. None of the information which may be disclosed or exchanged by the parties shallconstitute any representation, warranty, assurance, guarantee or inducement by either party to the

other of any kind, and, in particular, with respect to the non-infringement of trademarks, patents,

copyrights, trade secrets, mask works or any other intellectual property right.

10. Assignment of Rights . Company agrees that all improvements, inventions and discoveriesdeveloped, conceived of or reduced to practice by Company on Florida Plastics behalf, whether

or not capable of receiving a patent, copyright or trademark, shall be Florida Plastics exclusive

property. Company further agrees to execute all assignment or application documents requested

and supplied by Florida Plastics deemed necessary to vest in Florida Plastics or its designee the

sole and exclusive ownership of all intellectual property or the property rights, and the right to

apply for and prosecute patent, trademark and/or copyright applications covering each such

improvement, invention, and/or discovery. Company understands and agrees that any or all suchproprietary information and intellectual property may be licensed, sold, or otherwise transferred

to one or more Florida Plastics customers without notice or further payment to Company.

11. Third Party Proprietary Rights . Neither party shall communicate any information to the other inviolation of the proprietary rights of any third party.

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12. No Reverse Engineering . Recipient will not permit any employee, contractor or other third partyto modify, reverse engineer, decompile, disassemble, translate or convert any software programs

contained in the Confidential Information unless otherwise specified in writing by the Disclosing

Party.

13. No Assignment . Neither party will assign or transfer any rights or obligations under thisAgreement without the prior written consent of the other party. This Agreement shall benefit andbe binding upon the parties hereto and their respective successors and assigns.

14. Term . This Agreement shall govern all communications and disclosures between the parties thatmay be made during the period beginning on the last date set forth below, to the date on which

either party receives from the other express written notice that subsequent communications shall

not be so governed; provided, however, that each party's confidentiality obligations hereunder

with respect to Confidential Information of the other party which it has previously received shall

continue indefinitely unless and until terminated pursuant to the terms of this Agreement or

otherwise expressly terminated in a writing signed by the Disclosing Party.

15. Governing Law; Jurisdiction and Venue . This Agreement shall be governed in all respects by thelaws of the United States of America and by the laws of the State of Illinois, excluding itsconflicts of laws principles. The parties hereby irrevocably consent to the exclusive personal

jurisdiction and venue of the state and federal courts in Cook County, Illinois.

16. Amendment . This Agreement may only be changed by mutual agreement of authorizedrepresentatives of the parties in writing.

17. Notices . All notices or reports permitted or required under this Agreement shall be in writing andshall be by personal delivery, telegram, telex, telecopier, facsimile transmission or by certified or

registered mail, return receipt requested, and shall be deemed given upon personal delivery, five(5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission.

Notices shall be sent to the addresses set forth at the end of this Agreement or such other address

as either party may specify in writing.

18. Entire Agreement . This Agreement constitutes the entire agreement between the parties withrespect to the subject matter herein, and supercedes all prior written and oral agreements,understandings and communications with respect to the subject matter of this Agreement.

19. Authority . Each party by its signature below represents and warrants to the other that it has theright to enter into and perform this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the date

first written above.

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FLORIDA PLASTICS INTERNATIONAL, INC.

Signature:

Print Name: ____________

Title: _______

Date:

AQUENTIUM

Signature:

Print Name:

Title:

Date:

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aquentium fpi mutual nda

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