MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (this “Agreement”), dated as of [09, 10, ], is entered
into between Gotion, Inc. (“Gotion”), and Energía, Diseño y Consultoria (“Company”). The
Party and/or its Affiliates (defined below) disclosing Confidential Information shall be referred
to as the “Disclosing Party” and the Party and/or its Affiliates receiving Confidential
Information shall be referred to as the “Receiving Party”. The Disclosing Party and the
Receiving Party are hereinafter collectively referred to as the “Parties” and individually as a
“Party”.
Each Party to this Agreement may have disclosed and/or may further disclose its Confidential
Information (as defined below) to the other in connection with the Purpose (as defined below)
pursuant to the terms and conditions of this Agreement.
The Parties agree as follows:
1. Purpose. The Parties may engage in (i) discussions concerning a potential or ongoing
business relationship between the parties or (ii) certain activities as part of such relationship
(such activity, the “Purpose”). This Agreement is intended to allow the Parties to continue
to discuss and evaluate and potentially pursue the Purpose while protecting Disclosing
Party’s Confidential Information (including Confidential Information previously disclosed
to Receiving Party) against unauthorized use or disclosure.
2. Definitions.
“Affiliate” as used herein shall mean (i) any corporation, company, or entity which owns
or controls directly or indirectly fifty percent (50%) or more of shares or stocks outstanding
of that party, (ii) any corporation, company, or entity of which fifty percent (50%) or more
of shares or stocks outstanding are owned or controlled directly or indirectly by that party,
or (iii) any corporation, company or entity which is under the control, directly or indirectly,
of one or more corporations, companies or entities falling within the meaning of (i) and (ii)
of this paragraph. As used herein, “control” with respect to an entity, means the power to
direct the management or affairs of an entity and includes the ownership or control of voting
stock or other interests representing the right to elect a majority of the directors or similar
governing authority of the entity.
“Confidential Information” for purpose of this Agreement means any nonpublic
information or data made available by or on behalf of Disclosing Party, that is designated
as confidential or that, given the nature of the information or data or the circumstances
surrounding its disclosure, reasonably should be considered as confidential, including, but
not limited to, that which relates to intellectual property, technical data, trade secrets, know-
how, research, presentations, product plans, samples, developments, inventions, processes,
production, designs, drawings, crafts, engineering, formulae, modes, software (including
source and object code), hardware configuration, computer programs, algorithms,
agreements with third parties, services, customers, construction designs or plans, business
plans, business models, supplier lists, prices, pricing policies, company resolutions, human
resources information, and financial information including budget, costs, expenses, revenue,
financial statements, profit and related estimates, regardless of whether such information or
data is disclosed in oral, written, in machine-readable form, by observation or in any other
way, and regardless of the Medium (as defined below) on which such information and data
are embedded, recorded or reflected.
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 “Medium” means any and all objects used to implant, record or reflect Confidential
Information, including, but no limited to, instruments, models, samples, prototypes, paper-
like texts, graphics, disks, tapes, CDs, storages, chips, single-chip computers, CD-ROM,
CD-ROM drives, hard disks, software.
“Representatives” means any adviser, agent, consultant, contractor, director, employee, or
officer of a Party or any such person from a Party’s Affiliate who need to know for the
Purpose described above, are not a competitor or potential competitor of the Disclosing
Party, and are under a confidentiality obligation to Receiving Party that are no less
restrictive than the terms and conditions of this Agreement.
3. Nondisclosure of Confidential Information.
a) Receiving Party agrees not to use any Confidential Information disclosed to it by
Disclosing Party for its own use or for any purpose other than to carry out discussions
and/or certain activities concerning the Purpose. Receiving Party shall not disclose or
permit disclosure of any Confidential Information of Disclosing Party to third parties
or to employees of Receiving Party, other than Representatives who are necessarily
required to have the information in order to carry out the discussions and/or certain
activities regarding the Purpose and only if such Representatives are obligated to
maintain the confidentiality of the Confidential Information. Receiving Party agrees
that it shall take all reasonable measures to protect the secrecy of and avoid disclosure
or use of Confidential Information of Disclosing Party in order to prevent it from falling
into the public domain or the possession of persons other than those persons authorized
under this Agreement to have any such information. Such measures shall include the
degree of care that Receiving Party utilizes to protect its own Confidential Information
of a similar nature. Receiving Party agrees to notify Disclosing Party of any misuse,
misappropriation or unauthorized disclosure of Confidential Information of Disclosing
Party which may come to Receiving Party’s attention.
b) Exceptions. Notwithstanding the above, Receiving Party shall not have liability to
Disclosing Party with regard to any Confidential Information that Receiving Party can
prove:
i. was in the public domain at the time it was disclosed or has entered the public
domain through no fault of Receiving Party;
ii. was known to Receiving Party, without restriction, at the time of disclosure, as
demonstrated by files in existence at the time of disclosure;
iii. was independently developed by Receiving Party without any use of the
Confidential Information of Disclosing Party, as demonstrated by files created at
the time of such independent development;
iv. becomes known to Receiving Party, without restriction, from a third party other
than Disclosing Party without breach of this Agreement by Receiving Party and
otherwise not in violation of Disclosing Party’s rights, unless Receiving Party
knows such third party owes an obligation of confidentiality to the Disclosing Party;
v. is disclosed with the prior written approval of Disclosing Party; or is disclosed
pursuant to the order or requirement of a court, administrative agency, or other
governmental body; provided, however, that Receiving Party shall provide prompt
notice of such court order or requirement to Disclosing Party to enable Disclosing
Party to seek a protective order or otherwise prevent or restrict such disclosure. If,
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 in the absence of a protective order or other remedy or the receipt of a waiver from
the Disclosing Party, the Receiving Party or any of its Representatives are
nonetheless legally compelled to disclose the Confidential Information, the
Receiving Party and its Representatives shall only disclose that portion of the
Confidential Information which they reasonably believe is required to be disclosed
by the court, administrative agency, or other governmental body.
4. No Reverse Engineering. Receiving Party shall not, nor shall it permit any other person to,
modify, disassemble, decompile, reverse engineer, otherwise open, analyze or inspect, or
attempt to access the underlying design information or source code of any object or
executable code, encrypted or other obfuscated information, prototype, sample or other
tangible object provided by the Disclosing Party hereunder unless permitted in writing by
the Disclosing Party.
5. Restrictions on Export. Receiving Party shall not export, directly or indirectly, any
technical data acquired from Disclosing Party pursuant to this Agreement or any product
utilizing any such data to any country, for which the government or any agency thereof at
the time of export requires an export license or other government approval, without first
obtaining such license or approval. Disclosing Party agrees that it will not provide or make
accessible to Receiving Party any governmentally export-controlled Confidential
Information without first informing the Receiving Party of the export-controlled nature of
the Confidential Information and obtaining from the Receiving Party its written consent to
accept such information.
6. Non-trading. Where Disclosing Party’s stock is publicly traded or listed on any stock
exchange, Receiving Party understands that Disclosing Party’s Confidential Information as
well as the existence of the discussions and/or certain activities concerning the Purpose and
the terms being contemplated by the Parties may be deemed material non-public
information, and that it is unlawful for Receiving Party to, and Receiving Party shall not
trade in the stock of Disclosing Party while Receiving Party is in possession of such material
non-public information.
7. Non-Solicitation. Each party agrees that for a period of one year from the date of this
Agreement neither it nor any of its affiliates will solicit (other than (i) through advertisement
of general circulation not targeted toward the other party or its employees, or (ii)
recruitment efforts conducted by any recruitment agency, provided that such party has not
directed such recruitment efforts at the other party or its employees), offer to employ or
employ (unless solicited or given an offer of employment prior to the date of this Agreement)
any person who is employed by the other party as of the date of this Agreement or who
becomes employed by the other party before the termination of discussions and/or certain
activities regarding the Purpose.
8. Non-Acceptance of Confidential Information. Receiving Party shall have the right to
refuse to accept any Confidential Information tendered by Disclosing Party, and nothing in
this Agreement shall obligate Receiving Party to accept any such Confidential Information.
9. Cooperation Regarding Unauthorized Use. If there is any loss of, or any unauthorized
use or disclosure of, Confidential Information of the Disclosing Party, the Receiving Party
will, at the request of the Disclosing Party, reasonably cooperate with the Disclosing Party
to help the Disclosing Party regain possession of such Confidential Information and prevent
its further unauthorized use or disclosure.

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10. Return of Materials. Receiving Party agrees, except as otherwise expressly authorized by
Disclosing Party, not to make any copies or duplicates of any Confidential Information.
Upon written request by the Disclosing Party and upon termination of this Agreement, the
Receiving Party shall (a) cease using the Disclosing Party’s Confidential Information, (b)
within ten(10) days, return or destroy (at the Disclosing Party’s request) the Confidential
Information, including any and all copies, notes, summaries, excerpts or extracts thereof,
and (c) provide written certification by an authorized officer that Receiving Party has
complied with these obligations. Notwithstanding the foregoing, (x) the Receiving Party
may retain Confidential Information, including copies, extracts and other reproductions
thereof, in standard archival or computer back-up systems or pursuant to the Receiving
Party’s normal document or e-mail retention practices, (y) the Receiving Party may retain
Confidential Information to the extent required (based upon the advice of legal counsel) by
legal requirements or by governmental or regulatory authority, and (z) the Receiving Party’s
accountants and legal advisors may retain Confidential Information pursuant to their
professional obligations, if applicable. Any Confidential Information retained by the
Receiving Party or its advisors as described in subparagraphs (x) through (z) above shall be
held in confidence and remain subject to the terms and conditions of this Agreement. The
foregoing obligations shall survive any termination of this Agreement.
11. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights
under any patent, copyright or other intellectual property right of Disclosing Party, nor shall
this Agreement grant Receiving Party any rights in or to Disclosing Party’s Confidential
Information other than the limited right to review such Confidential Information solely for
the Purpose of this Agreement.
12. Indemnity. The Receiving Party shall indemnify and keep fully indemnified the Disclosing
Party at all times against all liabilities, costs (including legal costs on an indemnity basis),
expenses, damages and losses including any direct, indirect or consequential losses, loss of
profit, loss of reputation and all interest, penalties and other costs and expenses suffered or
incurred by the Disclosing Party arising from any breach of this agreement by the Receiving
Party and from the actions or omissions of any Representative. The Receiving Party agrees
that any breach of this Agreement will cause the Disclosing Party substantial and irreparable
injury and monetary damages maybe difficult to ascertain or an inadequate remedy,
therefore, in the event of any such breach, in addition to damages and other remedies which
may be available, the Disclosing Party will have the right to seek specific performance and
other injunctive and equitable relief without the necessity of proving actual damage and
providing security bond.
13. Term and Termination. This Agreement will begin on the Effective Date and continue
until the Confidential Information falls into the public domain or terminated upon mutual
consent (the “Term”). The Receiving Party’s obligations with respect to the Disclosing
Party’s Confidential Information disclosed or otherwise made available during the Term
will survive termination until such time as, and only to the extent that, an exception set out
in Clause 3 applies to such Confidential Information, and such confidentiality obligations
will be binding on the Receiving Party’s successors, assigns and heirs. Termination of this
agreement shall not affect any accrued rights or remedies to which either party is entitled.
14. Successors and Assigns. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the Parties, provided
that Confidential Information of Disclosing Party may not be assigned without the prior
written consent of Disclosing Party, unless the assignee shall be the successor entity to the
assignor upon the dissolution of the assignor in its present form. Nothing in this Agreement,
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 express or implied, is intended to confer upon any party other than the Parties hereto or their
respective successors and assigns any rights, remedies, obligations, or liabilities under or
by reason of this Agreement, except as expressly provided in this Agreement.
15. Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, the Parties agree to renegotiate such provision in good faith. In the
event that the Parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (a) such provision shall be excluded from this Agreement, (b) the
balance of this Agreement shall be interpreted as if such provision were so excluded and
(c) the balance of this Agreement shall be enforceable in accordance with its terms.
16. Independent Contractors. The Parties are independent contractors, and nothing contained
in this Agreement shall be construed to constitute the Parties as partners, co-owners or
otherwise as participants in a joint or common undertaking.
17. No Obligations. Nothing in this Agreement or the discussions contemplated by this
Agreement will obligate either party to: (i) disclose or provide any Confidential Information;
or (ii) proceed with any transaction. Each party reserves the right, in its sole discretion at
any time, to terminate any discussions and/or certain activities associated with the Purpose.
Other than the obligations expressly set forth in this Agreement, the parties will have only
those obligations expressly set forth in a definitive written agreement signed by authorized
representatives of the parties that by its terms is intended to be legally binding.
18. Governing Law and Dispute Resolution. This Agreement is governed by the internal
substantive and procedural laws of the State of California, without regard to conflict of law
principles. The Parties agree that any legal or equitable action related to this Agreement
shall be brought and maintained solely and exclusively in the American Arbitration
Association. The Commercial Arbitration Rules of American Arbitration Association in
force when the notice of arbitration is submitted shall apply to the arbitration proceedings.
The place of arbitration shall be in San Francisco. There shall be three (3) arbitrators. The
language of the arbitration shall be English. The costs of the arbitral proceedings including
costs for the legal representation of the successful party are to be borne by the losing party.
If no party wins totally, these costs are allocated proportionately. The Parties each consent
to, and waive any right to object to, the jurisdiction and venue of such arbitration. Each
Party hereby waives, to the full extent permitted by applicable law, any right it may have to
a jury trial in any legal proceeding directly or indirectly arising out or relating to this
Agreement. The arbitration award shall be final and binding upon the Parties.
19. Notices. All notices permitted or required under this Agreement will be made in writing
and will be (and any arbitration demand or service of process may be) delivered (i) by
personal delivery or an internationally recognized express delivery service and (ii) with a
copy sent by email. Notices (as well as any arbitration demand or service of process) will
be sent to the mailing and email addresses set forth below (or to such other mailing or email
addresses as a party may specify in writing) and will be deemed given upon actual receipt.
Gotion: [ ]
[48660 Kato Rd., Fremont, CA 94538]
[ ]
Energía Diseño Y Malcolm Garcia]
Consultoria:
[Residencial Miralago, Calle Alamo Casa Q2, Tegucigalpa MDC
CP 11101]
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 [mgarcia@energiadc.com]

20. Amendment; Waiver. Any term of this Agreement may be amended with the written
consent of both Parties. Any amendment or waiver effected in accordance with this Clause
shall be binding upon the Parties and their respective successors and assigns. Failure to
exercise, or any delay in exercising, any provision of this Agreement by a Party shall not
constitute a waiver of any term hereof by such Party.
21. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.
22. Entire Agreement. This Agreement is the product of both Parties hereto, and constitutes
the entire agreement between such Parties pertaining to the subject matter hereof, and
merges all prior negotiations and drafts of the Parties with regard to the transactions
contemplated herein. Any and all other written or oral agreements existing between the
Parties hereto regarding such transactions are expressly canceled.
23. No Publicity. Neither Party shall, without the prior consent of the other Party, disclose to
any other person the fact that Confidential Information of Disclosing Party has been and/or
may be disclosed under this Agreement, that discussions or negotiations are taking place
between the Parties, or any of the terms, conditions, status or other facts with respect thereto,
except as required by law and then only with prior notice as soon as possible to the other
Party.
24. No Warranties. DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE,
MERCHANTABILITY, FITNESS FOR USE, OR NONINFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS, OR ANY RIGHT OF PRIVACY, ANY
RIGHTS OF THIRD PERSONS OR OTHER ATTRIBUTES OF THE CONFIDENTIAL
INFORMATION FURNISHED UNDER THIS AGREEMENT AND ALL SUCH
CONFIDENTIAL INFORMATION IS PROVIDED BY DISCLOSING PARTY “AS IS”
AND, “WITH ALL FAULTS”. Disclosing Party accepts no responsibility for any expenses,
losses or action incurred or undertaken by Receiving Party as a result of Receiving Party’s
evaluation, receipt or use of Confidential Information.
The Parties have executed this Agreement as of the date first written above.

Gotion, Inc. [ Energía Diseño y Consultoria ]

By: _________________________ By: _________________________
Name: __ _____ Name: Malcolm García
Title: ___ Title: General Manager
Address: 48660 Kato Rd., Fremont, Address: _Tegucigalpa, Honduras__
CA 94538_
Phone: _________________________ Phone: +50433550255

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