CONFIDENTIALITY AGREEMENT

This Agreement serves to protect the confidentiality of all data provided in this form and is between:
  (i) Magna Energy, LLC, promoter and developer of eco-friendly and self-sustainable systems, based in Miami, Florida
(ii) [Client], the Applicant whose data is detailed in this electronic form, who wishes to explore the Technical and Financial possibilities to carry out a waste management project in the Country and location also detailed in the form Magna and [Customer], individually referred to as the “Party”, and jointly as the “Parties”, accept this Agreement, which will be governed by the clauses herein contained.

CONSIDERATIONS:
The Parties will exchange with each other, proprietary information that may include information about the business, financial, commercial, technical, fiscal and legal information (the "Information") in order to analyze Magna's proposal for the implementation of an eco-protective and self-sustaining waste management system (the "Project" ).
It is in the interest of each of the Parties to protect, under the terms and conditions of this agreement, the confidential information of its property that it makes available to the other Party.
For purposes of this agreement, the “Disclosing Party” means the Party that discloses Information and “Receiving Party” means the Party that receives Information.
In consideration of the foregoing, the Parties agree to the following:

CLAUSES

1. Confidential Information.
   1.1 Confidential Information shall mean the Information provided by the Disclosing Party to the Receiving Party, including:
   1.1.1. (i) any information regarding the Project, the Company or its clients or other valuable commercial information (including information on clients, employees, properties, designs, discoveries, formulas, concepts, techniques, methods and procedures, data, programs and models , marketing techniques, prices, financial information, investment information, manuals, designs or technical information),
   1.1.2.(ii) trade secrets (according to the definition of trade secret contained in Decision 486/2000 of the Andean Community Commission, as amended), and
   1.1.3.(iii) all information regarding which the Disclosing Party has previously warned the Receiving Party of its confidential nature, taking into account that for the oral or visual Information to be considered confidential, there must be evidence to that effect (in hereinafter, the "Confidential Information"). This Confidential Information may be consigned in the form of documents, designs, software, technical or engineering data, commercial information, projections, contracts or otherwise, and may be transmitted in written, electronic or magnetic form and by other means.
   1.2 The Disclosing Party declares and guarantees that all of the Confidential Information to be delivered under the framework of this Agreement is the property of the Disclosing Party and/or that it is duly authorized to disclose it and that its use or disclosure does not constitute a violation. to a prior agreement or the law. The Confidential Information that the Disclosing Party discloses to the Receiving Party and all rights in respect of such Confidential Information shall remain the property of the Disclosing Party. Neither this Agreement nor any transfer of Confidential Information hereunder shall be construed as granting any license with respect to the Confidential Information.

2. Use of Confidential Information
   2.1 The Receiving Party will preserve, maintain and store the Confidential Information in a confidential manner, taking the same care that it takes to protect its own private or confidential information and will use the Confidential Information only to evaluate the Project and, eventually, to reach an agreement regarding of the same.
   2.2 Confidential Information may be shared by the receiving party only with employees, officers, directors, representatives, consultants and internal or external advisors (including legal advisors) or with employees, officers, representative directors, consultants and advisors of those who need to know the Confidential Information for the fulfillment of the purpose of a project, who must be obliged to maintain the confidentiality of said information. Confidential Information may not be disclosed or shared with any other person or entity, without the prior written consent of the Disclosing Party.
   2.3The Receiving Party will not use, exploit or disclose the Confidential Information directly to any unauthorized third party for any purpose. If the Receiving Party is compelled by a judicial or regulatory authority or by legal mandate to disclose any part of the Confidential Information, it will promptly notify the Receiving Party
   2.4 The effective disclosure of Confidential Information by the Receiving Party in breach of this Agreement will make it responsible for direct damages and losses caused to the Disclosing Party for breach of contract derived from its willful conduct or gross negligence determined by last instance enforceable decision of a competent judicial authority.

3. Excluded information
   3.1 The Information will not be considered as Confidential Information and, therefore, the Receiving Party will not be responsible for the disclosure nor will it have obligations towards the Disclosing Party under this Agreement when:
   (a) The Information is or becomes part of the public domain without any breach of this Agreement;
   (b) The Information is legally obtained by the Receiving Party from a third party established as a legitimate source of information, without breach of this Agreement by the Receiving Party;
   (c) The Information is known or received by the Receiving Party prior to its disclosure or the date of this Agreement;
   (d) The Disclosing Party would have given its prior consent regarding said disclosure or manifested its non-confidential nature;
   (e) The Receiving Party independently develops information that is identical or substantially similar to the Confidential Information, without reference to the Confidential Information.
4.  No compromise
   4.1 Each Party agrees and acknowledges that, at its sole discretion, each Party is free to conduct the process leading to a potential business relationship with the other Party as it determines appropriate; that without the need for prior notification and for any reason, you can change the process leading to a potential business relationship with the other Party and/or terminate your conversations or negotiations with the other Party and that neither Party will be obliged to start or continue negotiations, nor to provide any information or reach or celebrate an agreement with the other Party.
   4.2 Nothing in this Agreement or any of the conversations that are had or disclosures that are made pursuant to it will be considered, or give rise to any partnership in fact or in law, or any fiduciary relationship between them.

5. Applicable law and jurisdiction
   5.1 The Parties undertake their best efforts to resolve by mutual agreement, within the framework of contractual good faith, the vagueness, differences, disagreements and/or controversies that arise due to the interpretation, compliance, eventual execution and/or extinction of the Agreement. this Agreement (either, a “Dispute”).
   5.2 This Agreement shall be governed by and construed in accordance with the laws of the United States of America and shall be submitted to the non-exclusive jurisdiction of the judges and courts of the city of Miami, Florida.

6. Successors and assigns
   6.1 This Agreement shall inure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. Neither Party shall be authorized to assign its rights and obligations under this Agreement without the prior written consent of the other Party.

7. Communications and notifications
   7.1 All requests, notifications, notices and communications in general between the Parties, which refer to this Agreement or derive from it, may be made, by email, the acknowledgments of receipt that will be answered by the person to whom the mail is addressed. , will be accepted as valid, except those that compromise decisions that imply or constitute economic obligations or financing commitments.
   7.2 Any request, notification or communication that the Parties must address to each other by virtue of this Agreement must be made in writing and will be considered made at the time the corresponding communication is delivered to the addressee at their respective addresses, which are indicate below:
   No instruction, verbal or written communication, will be considered as modifying the conditions established in the Agreement and its Annexes, nor creating new obligations, if it is not expressed through agreements signed by authorized representatives of the Parties.

8. Validity
   8.1 This Agreement will remain in force for a period of up to twenty-four (24) months from the date of its entry into force indicated in its last paragraph. However, the Parties may agree in writing, the extension or early termination of this Agreement.
   8.2 In the event that the Parties enter into one or more contracts in relation to the Project during the term of the Agreement, said contracts will be those that establish the future obligations (if any), in relation to the Confidential Information of each Part.
9. Various
   9.1 All rights, remedies and obligations of the Parties under this Agreement