MUTUAL NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (hereinafter only referred to as the “Agreement”) is entered into and effective as of the date of the last signature below (the “Effective Date”),

BETWEEN

Italian National Agency for New Technologies, Energy and Sustainable Economic Development (ENEA) with its registered address at Lungotevere Thaon di Revel, 76 – 00196 Rome, Italy, Legal Registration number CF01320740580, VAT number IT00985801000, in the person of …

on the one side,

AND

______, having its corporate offices in ______, by its ______,

hereinafter only referred to as “…”,

on the other side,

hereinafter also referred to individually as the “Party” and jointly as the “Parties”.

WHEREAS

- ENEA is the Italian National agency for new technologies, Energy and sustainable economic development

- ENEA owns intellectual property rights and know-how in the field of… ; in particular the invention titled …

- The Company operates in the ______industry.

- The Parties agree to exchange confidential and/or secret information with the scope of….

- The Parties have decided to regulate the exchange of information.

THE PARTIES AGREE AS FOLLOWS

Art. 1

The Parties undertakes to consider as privileged and confidential all the Information exchanged between them.

Art. 2

For the purposes of this Agreement, “Information” means:

a) All the information, including all the acts, documents, designs, charts, graphical representations and data of whichever nature (also if not specifically labeled as “confidential”) that have been or will be provided, orally or in writing, in the course of the collaboration;

b) All the analyses, evaluation, elaborations and other documents, regardless their nature, prepared or originated by anybody, that contain, reproduce or are derived from the information defined in the paragraph a) above.

Art. 3

3. The term Information does not include information:

a) that the Parties will be able to prove with suitable documentation to be, at the time they have been or will be disclosed, already in public domain and already included in the state of the art;

b) that after the exchange will fall in public domain for reasons that by no means are related to Parties’ breach of duties;

c) that the Parties will be able to prove with suitable documentation to be already in their knowledge before the exchange;

d) that will be required pursuant to provisions of law or regulations or any other enforceable ruling of any Authority. Such being the situation, Parties will consult in order to jointly decide about timing, forms and content of each release of information or disclosure or required information; in this respect Parties will use their best efforts to make sure such disclosures will be kept under control to the maximum possible extent.

Art. 4

Each Party may disclose the Information to third party collaborators who need to know the Confidential Information, on condition that said collaborators are informed by the Party of the confidential nature of the same and agree, in writing, to make use thereof in compliance with the provisions of this Agreement. Each Party shall inform the other of the communication of Confidential Information to its collaborators, while remaining itself jointly responsible with the collaborators for all breaches of the present Agreement.

Art. 5

The nondisclosure obligation for the Parties will persist for … (…) years from the Effective Date.

Art. 6

In the event of the termination of the relationship, the Parties will be obliged to return any kind of media, received by the other party, containing the Information, and they will not be allowed to use them in any way.

Art. 7

No license under any patents, copyrights, mask work rights, trademarks or other proprietary rights is granted by the disclosure of or access to Information under this Agreement. All confidential information is provided “as is”, without any express or implied warranties, including but not limited to a warranty that is accurate or complete or a warranty against infringement.

Art. 8

All communications regarding this Agreement must be in written form; email will also be accepted.

For this purpose, the Parties indicate the following email addresses:

A) for ENEA: ______

B) for the Company: ______

Art. 9

This Agreement contains the entire understanding, and supersedes any and all prior and contemporaneous agreements (oral or written), between ENEA and the Company regarding this Agreement’s subject matter. This Agreement will not be modified, and no provision will be waived, except by a writing that both ENEA and the Company sign.

Art. 10

This Agreement will be governed by the Italian laws. The Parties agree to submit to the exclusive jurisdiction of the court of Rome, for any suit or proceedings arising out of this Agreement and concerning its validity, effects, and performance.

Art. 11

(da applicare in caso di accordo di riservatezza unilaterale,

quando è solo l’ENEA a fornire le Informazioni)

Should a Party, deliberately or negligently, be in breach of any of the obligations under this Agreement, it shall pay a penalty in an amount of €50.000 (in words: Euro fifty thousand) to the other Party for each breach. Said penalty leaves unaffected the demand for actual damages.

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