SECRECY AGREEMENT

This Agreement made and entered into this xth day of MONTH 20XX (“EFFECTIVE DATE”) by and between:

‘SPONSOR’,  address

              (hereinafter referred to as ‘SPONSOR’)

and

Organic Waste Systems nv., Dok Noord 5, B-9000 Gent, Belgium

              (hereinafter referred to as ‘OWS’)

WITNESSETH

WHEREAS, ‘SPONSOR’ is actively involved in the development, production and commercialisation of new products (hereinafter referred to as PRODUCTS) and wishes to evaluate the biodegradation behaviour of such PRODUCTS in different conditions;

WHEREAS O.W.S. is actively involved in the field of organic waste treatment, has expertise on accelerated and simulated tests to determine the biodegradation behaviour of liquid and solid substrates in different environments, and is willing to carry out the evaluation tests of the biodegradation behaviour and compostability of the PRODUCTS in different conditions (hereinafter referred to as TESTS), on behalf of ‘SPONSOR’, as defined under separate order;

NOW, THEREFORE, in consideration of the premises the parties hereto agree as follows:

1.CONFIDENTIAL INFORMATION

For the purpose of this Agreement, the parties hereto shall consider as confidential (hereinafter referred to as CONFIDENTIAL INFORMATION) any information and data, including compositions, chemical and physical structure and characteristics, performance under TEST conditions, other information document or record originated or derived from such information or data, relating to the PRODUCTS, revealed by ‘SPONSOR’ to OWS and/or achieved by OWS in performing the TESTS, except information for which OWS may prove, by written evidence, that:

a)it was available to the public at the EFFECTIVE DATE; or

b) it was in OWS’s possession at  the EFFECTIVE DATE and had not been acquired, directly or indirectly, from ‘SPONSOR’; or

c) it has entered the public domain after the EFFECTIVE DATE, without OWS’s fault; or

d) it has been received by OWS after the EFFECTIVE DATE from a third party giving reasonable evidence of its lawful possession and not imposing obligation of confidentiality

Any specific item of CONFIDENTIAL INFORMATION shall not be deemed to fall within the foregoing exceptions merely because it is embraced by more general information; and any combination of item of CONFIDENTIAL INFORMATION shall not be deemed to fall within such exceptions merely because an individual item(s) is within an exception.

2. SAMPLES AND INFORMATION SUPPLY AND TEST RESULTS

2.1. Promptly after the EFFECTIVE DATE, ‘SPONSOR’ shall entrust OWS with the execution of the TESTS, at conditions agreed under separate order, and shall start supplying OWS with reasonable quantities of the PRODUCTS (hereinafter referred to as SAMPLES) and with the INFORMATION it deems may be required for the execution of the TESTS.

2.2. OWS shall promptly inform ‘SPONSOR’ on any result achieved in performing the TESTS.

3. OWS’s OBLIGATIONS

OWS Undertakes:

a) to hold in thrust and confidence and not to disclose the CONFIDENTIAL INFORMATION, nor to supply any portion or SAMPLES, to any third party, without the prior consent of ‘SPONSOR’

b) not to use the CONFIDENTIAL INFORMATION and the SAMPLES for any purpose other than the execution of the TESTS;

c) not to make any attempt, by chemical analysis or otherwise, to determine the composition of such SAMPLES or to determine the process by which they are made without the prior consent of ‘SPONSOR’, except as may be necessary to evaluate the biodegradability behaviour;

d) to use the same endeavours in order to prevent any leakage of the CONFIDENTIAL INFORMATION, or any third parties’ access to the SAMPLES as it does with respect to its own information of a similar confidential nature or products it wishes to keep secret;

e) not to patent or describe in patent applications any unpatented information or data included in the CONFIDENTIAL INFORMATION;

4. GOVERNING LAW AND DISPUTE SETTLEMENT

4.1.   This Agreement shall be governed by and construed in accordance with the laws of Belgium.

4.2. If any dispute arises out of or in connection with this Agreement, the parties shall use their best efforts to settle it themselves.  If they are unable to do so, such dispute shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with said Rules.  Any such arbitration proceeding shall be held in Brussels, Belgium and shall be conducted in English.  Judgment upon the award may be entered in any court having jurisdiction, or application may be made to any such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

5. TERM

This agreement shall take effect on the EFFECTIVE DATE and shall remain in force for ten (10) years.

IN WITNESS WHEREOF, this Agreement has been duly executed on behalf of the parties hereto by their authorised officers.

‘SPONSOR’                                          Organic Waste Systems

By :                                                 By:

Title:                                                Title: