By viewing the password protected projects you agree to the confidentiality statement below.  When you submit this form you will have the opportunity to provide an ID and Password to enter into the business plan of Ultimate Earth's Aquatic Weed Program.

To obtain an ID and password contact craigastevens@westbrookstevens.com

WESTBROOK STEVENS, LLC and ULTIMATE EARTH, INC.
MUTUAL CONFIDENTIALITY
AND NON-CIRCUMVENTION AGREEMENT

This Agreement is made and entered into this day on the date as electronically time stamped by this form, between  THE WESTBROOK STEVENS, LLC AND ULTIMATE EARTH, INC. TEAM and person(s) viewing this material, hereinafter collectively referred to as “Parties”.

Whereas the Parties hereto wish to enter into various business transactions for their mutual benefit, and have agreed to enter into this Agreement to establish basic terms, conditions and mutual covenants upon which they wish to transact business with regard to the Water Hyacinth and Other Aquatic Weeds Projects and Processing Facilities and related entities.

Now in Consideration of the various promises, covenants and undertakings contained herein, it is acknowledged that upon the execution of this contract, the Parties and their connected persons agree to the terms and conditions hereinafter set forth.

1) Definition and Terms of Reference in this Agreement:

A. “Connected Persons” with reference to either Party hereto, shall include but shall not be limited to any banks, lawyers, agents, corporations, consultants, advisors, consortia, and/or syndicate members, associates, affiliates, and any person, corporation or entity whatsoever which comes to have any knowledge of or information concerning any or all transactions covered by this Agreement, as a result of any communication directly with, originating from, or relating to any Party hereto.

B. “Transaction(s)” shall include any and all stages of negotiations, discussions, communications, of whatever for, and completions between the Parties hereto and their connected person regarding opportunities to enter into business transactions made available by either Party and their connected persons to the other Party and its connected persons, which transactions shall specifically include arranging the purchase and sale of all types of banking instruments, assets, commodities, and all types of financial facilities.

C. Wherein the context so admits, any reference to the singular shall include the plural, the masculine shall include the feminine, the whole shall include the part, the personal shall include the corporate, and in all cases visa-versa.

D. Wherein the context so admits, out of necessity, act of law or otherwise, any reference to the Parties hereto shall include trustees, heirs, and successors, assignees, appointees, executors, administrators, and where appropriate, successors in interest of such Parties.

2) The Parties hereto irrevocably undertake and warrant not, by any means or under any circumstances (whether in the United States of America or any other country, state or principality), to circumvent each other with regard to any of the opportunities to enter into transactions made available to either Party by the other Party, by contacting or attempting to contact, in any manner, the owners and/or sellers or sources of the subject matter of such transactions, their connected persons, either personally or through or with the assistance of either Party’s connected persons in such a way as to gain for themselves or their connected persons and/or so as to prevent either Party or their connected persons from receiving any (or less) fees, profit, commissions, remunerations, or other material benefit whatsoever as may be due from either Party to the other Party.

3) The Parties hereto undertake to maintain absolute and total confidentiality concerning any and all information disclosed by the other Party relating to any transaction covered by this Agreement,
concerning any and all information (personal and otherwise) regarding either Party hereto, without first obtaining the written permission of the other Party hereto.

4) The Agreement shall continue in full force and effect for a total of five (5) years from the date entered into and shall apply to any and all transactions introduced by either Party to the other Party hereto, and shall include any subsequent follow-ups, extensions, add-ons, roll-overs or re-negotiated and/or delayed transactions, regardless of the success or earlier states of any such transaction. Furthermore, the Parties recognize that the information given and introductions made by a Party hereto, shall remain the property of the introducing Party for the duration of this Agreement, unless otherwise expressly agreed to by the introducing Party in writing.

5) Any controversy or claim arising out of or in connection with this Agreement or alleged breach there of which is not settled by the Parties hereto, shall be settled by arbitration in accordance with the statutes and laws of the American Arbitration Association to be held in Davidson County, Tennessee, and the Parties hereto agree to use their best endeavors to facilitate such arbitration and there by conclusively agree to accept the decision of such arbiters as final and binding.

The Parties hereto further agree that without prejudice to the intent expressed in clause seven (7) below, the results of such arbitration may be entered into any court of competent jurisdiction in any country for the execution thereof.

6) In the event of circumventing in the whole or in part being prima-facie proven against either Party hereto, the Party in breach hereby agrees without any reservation to immediately without delay, pay to the injured Party the full amount of commissions and fee charges or benefits as may have been agreed between Parties, or in the event that such circumvention occurred before any such commissions, fees or benefits were agreed, the Party shall immediately pay to the injured Party the entire benefit that it, the Party in breach, or its connected persons received as a result of such a circumvention, or otherwise as may be agreed by the injured Party.

7) This Agreement shall include all transactions and part or parts thereof introduced to and between
the Parties hereto, wheresoever transacted in the world, and this Agreement shall be governed and construed, according to the United States of America law and shall be subject to the jurisdiction of the United States of America courts.

8) The Parties hereto agree to interpret this Agreement in its broadest legal sense, and to enter into such in their private and personal capacities with the full responsibility, and agree and undertake voluntarily to waive and renounce any and all rights of immunity whether diplomatic, sovereign, or otherwise, so as to enable the Parties hereto to give full force and legal effect to the true purpose and intent of this Agreement.

9) The parties hereto acknowledge that the true spirit of this Agreement is one of mutual trust and
confidence, reliance on each other to do what is fair and equitable, and to honor what has been agreed between the parties hereto.

10) Any and all materials including, but not limited to, financial packages, executive summaries, graphic designs, prospectus, etc., shall be immediately returned to the originating party upon request.

11) Facsimile copies of this agreement shall be binding.


ADDITIONAL CONFIDENTIALITY NOTICE:  Any e-mail transmission, and any documents, files or previous messages attached to it may contain confidential information that is legally privileged.  If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED.  If you have received this transmission in error, please immediately notify the sender.  Please destroy the original transmission and its attachments without reading or saving in any manner.  Thank you, Westbrook Stevens, LLC.