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AGREEMENT, effective as of the    day of             ,     , by and between,                  having an office and place of business at             ,         ,   ,       (hereinafter referred to as "MEMBER"), and Rolls-Royce Avon Users Group, a non-profit organization, (hereinafter referred to as "Rolls-Royce Avon").


WHEREAS, Rolls-Royce Avon holds information and data which is proprietary to Rolls-Royce Avon related to operation, maintenance, repairs, and design changes of Rolls-Royce Avon Combustion Turbines, Generators, or related accessories supplied and required for the operation of the Rolls-Royce Avon Combustion Turbine/generators (hereinafter called Proprietary Information);

WHEREAS, MEMBER desires to receive Proprietary Information to be disclosed at annual Rolls-Royce Avon Users Group meetings and to be disclosed on Rolls-Royce Avon Internet Site (Rolls-Royce; and

WHEREAS, MEMBER is willing to receive Proprietary Information under the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties agree as follows:

1. Rolls-Royce Avon agree to disclose and MEMBER agrees to receive the Proprietary Information.

2. MEMBER agrees not to use or disclose Proprietary Information except for the purpose of communications between participants in the Rolls-Royce Avon Users Group. MEMBER agrees not to disclose the Proprietary Information to any person or organization unless the person or organization and the MEMBER enter a written, confidentiality and nonuse agreement having substantially the same terms and conditions as provided herein and MEMBER obtains prior written approval from Rolls-Royce Avon.

3.The provisions of paragraph two (2) shall not apply to MEMBER's use or disclosure of information which:

(a)   Now is or becomes generally known to the public without fault of MEMBER;
(b)   Is shown within thirty (30) days of disclosure to have been in MEMBER'S possession in writing prior to its disclosure by Rolls-Royce Avon; or
(c)   Is received from an independent third party having no obligations of nondisclosure to Rolls-Royce Avon.

4. Disclosure by Rolls-Royce Avon to MEMBER of Proprietary Information under this agreement does not grant MEMBER any right or license to use this Information or any Letters Patent except for the purpose for which disclosure is made by Rolls-Royce Avon.

5. MEMBER shall promptly return all documents and copies of documents provided under this agreement upon request by Rolls-Royce Avon in the event the MEMBER no longer meets the following requirements for membership in the Rolls-Royce Avon Users Group:

6. This Agreement shall be construed under the laws of the State of Texas.

Revision: 2008.01.26