This Agreement (the “Agreement”) is made between Energy Transition Finance, LLC (ETF), and the user (hereinafter, the “User.”)

WHEREAS User and ETF expect to send and receive confidential business and technical information from each other in the course of discussions between them (the “Purpose”) relating to the discussions between User and ETF’s customer around potential collaboration between User and ETF’s customer (the “Transaction”)

WHEREAS User and ETF desire to maintain the confidentiality of such information received from the other.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, User and ETF agree as follows:

1. Definitions (a) “Confidential Information” means any non-public information provided in connection with the Purpose by the Disclosing Party to the Receiving Party about or relating to (i) the business, operations or methodologies of the Disclosing Party (including operations, financial, sales and marketing plans) or the identity of or information pertaining to its Affiliates, Affiliates or employees, and/or (ii) existing or contemplated products or services, technology, trade secrets, technical procedures, methodologies or proprietary rights of a party or an Affiliate or contractor of a party, in each case which is identified as “Confidential” and/or “Proprietary,” or which, under all of the circumstances, ought reasonably to be recognized as confidential and/or proprietary. For purposes of this Agreement, “information” may, in addition to written and printed materials, include, without limitation, software (including source code), computer tapes, videotapes, and all other information regardless of the medium in which it is contained. (b) “Disclosing Party” means the party disclosing Confidential Information. (c) “Receiving Party” means the party receiving Confidential Information.
2. Each party acknowledges that it has been informed of the confidential and proprietary nature of the other’s Confidential Information. Except as required by law, regulation, applicable professional standards or legal process as provided in Section 8 below, a Receiving Party shall (a) use the same degree of care as it uses to protect its own confidential information of like nature, but not less than a reasonable degree of care, to keep all Confidential Information received from a Disclosing Party in confidence, (b) not disclose or reveal the existence or the content of any Confidential Information to any third party, and (c) not use any of a Disclosing Party's Confidential Information except as permitted by the Disclosing Party or to evaluate a potential business arrangement between ETF and the Affiliate in connection with the Purpose.
3. Confidential Information of a Disclosing Party may not be translated into another format or language, or decompiled or reverse-engineered without the Disclosing Party’s prior written consent. Each party acknowledges that the Confidential Information received from a Disclosing Party is and shall remain, vis-a-vis the Receiving Party, the sole and exclusive property of the Disclosing Party.
4. A Receiving Party shall have no obligation of confidentiality as provided in Section 2 to the extent that: (a) The Confidential Information is, at the time of disclosure, in the public domain. (b) The Confidential Information has been disclosed by the Disclosing Party to others without any obligation of confidentiality or the Confidential Information becomes part of the public domain by publications or otherwise without a breach by the Receiving Party of the provisions of this Agreement. (c) The Confidential Information is known by the Receiving Party at the time of disclosure without any obligation of confidentiality, or is independently developed by the Receiving Party without reference to the Confidential Information; or (d) The Confidential Information is or was disclosed to the Receiving Party by a third party which was not, to the best of the Receiving Party’s knowledge, under an obligation of confidentiality to the Disclosing Party with respect to such information.
5. The obligations of the Parties hereunder shall continue in force for two years after the date on which the relevant Confidential Information was disclosed. This Agreement shall not obligate the User to engage ETF, or obligate ETF to accept an engagement, to perform the Services or any other services.
6. Each party acknowledges that monetary remedies may be inadequate to protect Confidential Information and that injunctive relief may be appropriate to protect such rights. Each party acknowledges that a Disclosing Party may be irreparably damaged to the extent that any of the terms of this Agreement are violated and agrees that the Disclosing Party may seek (a) issuance of an injunction restraining the unauthorized copying, duplication, use, dissemination or disclosure of any Confidential Information by the Receiving Party, or (b) any other legal or equitable remedies, which shall be cumulative with and not exclusive of any other remedy or remedies.
7. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable. This Agreement constitutes the entire Agreement between the User relating to the subject matter hereof and supersedes all prior agreements, written or oral. This Agreement may be modified only by a writing signed by both User and ETF. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding that term, all other terms of this Agreement shall remain in full force and effect.
8. Disclosure of Confidential Information shall be permitted to the extent (a) required by applicable law or regulation, (b) in the case of ETF, disclosed pursuant to applicable professional standards, or (c) demanded by subpoena or other validly issued administrative or judicial process, provided, that the Receiving Party shall promptly notify the Disclosing Party of such intended disclosure.
9. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee applicable to agreements made, and fully to be performed, therein by residents thereof.
10. This Agreement shall be binding upon and shall inure to the benefit of the User hereto and their respective heirs, successors and assigns.
11. This Agreement is deemed accepted by both Parties in electronic format as presented on this web page.
12. The User will not accept nor reach out for any contractual offers to any third-party relationships introduced by ETF or in representing ETF within 24 months of projects or introductions.

By electronically signing below, the User expressly agrees to the content of this Mutual Non-Disclosure Agreement, and it is deemed fully executed, in force and in effect as at the time of such action.

Please request an electronic copy of this NDA for your review from applicants@energytransitionfinance.com.