Exhibit 10.1
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is made as of November 11,
2008 between GT SOLAR INTERNATIONAL, INC. on behalf of itself and its affiliates
(collectively, the "Company") and the undersigned director ("Director").
In consideration of Director's engagement as a director of the Company and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto intending to be legally bound agree as
follows:
1.
PROTECTION OF CONFIDENTIAL INFORMATION.
(A)
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
DIRECTOR ACKNOWLEDGES AND AGREES THAT THE CONTINUED SUCCESS OF THE COMPANY
DEPENDS UPON THE USE AND PROTECTION OF A LARGE BODY OF CONFIDENTIAL AND
PROPRIETARY INFORMATION.
ALL OF SUCH CONFIDENTIAL AND PROPRIETARY INFORMATION
NOW EXISTING OR TO BE DEVELOPED IN THE FUTURE WILL BE REFERRED TO IN THIS
AGREEMENT AS "CONFIDENTIAL INFORMATION."
CONFIDENTIAL INFORMATION WILL BE
INTERPRETED AS BROADLY AS POSSIBLE TO INCLUDE ALL INFORMATION OF ANY SORT
(WHETHER MERELY REMEMBERED OR EMBODIED IN A TANGIBLE OR INTANGIBLE FORM) THAT IS
(I) RELATED TO THE COMPANY'S CURRENT OR POTENTIAL BUSINESS AND (II) IS NOT
GENERALLY OR PUBLICLY KNOWN.
CONFIDENTIAL INFORMATION INCLUDES, WITHOUT
LIMITATION, THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY DIRECTOR DURING
THE COURSE OF HIS SERVICE AS A DIRECTOR OF THE COMPANY CONCERNING THE BUSINESS
AND AFFAIRS OF THE COMPANY AND INCLUDES THIRD PARTY CONFIDENTIAL INFORMATION.
THEREFORE, DIRECTOR AGREES THAT HE SHALL NOT, AT ANY TIME DURING OR AFTER HIS
SERVICE AS A DIRECTOR OF THE COMPANY, DISCLOSE TO ANY UNAUTHORIZED PERSON OR USE
FOR HIS OWN ACCOUNT, ANY OF SUCH CONFIDENTIAL INFORMATION WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, UNLESS AND TO THE EXTENT THAT ANY CONFIDENTIAL
INFORMATION (I) BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC
OTHER THAN AS A RESULT OF DIRECTOR'S ACTS OR OMISSIONS OR (II) IS REQUIRED TO BE
DISCLOSED PURSUANT TO ANY APPLICABLE LAW OR COURT ORDER, PROVIDED THAT WITH
RESPECT TO CLAUSE (II), DIRECTOR SHALL AT THE EARLIEST PRACTICABLE DATE PROVIDE
A COPY OF THE SUBPOENA OR COURT ORDER TO THE COMPANY'S GENERAL COUNSEL.
DIRECTOR AGREES TO DELIVER TO THE COMPANY AT THE END OF HIS SERVICE AS A
DIRECTOR OF THE COMPANY, OR AT ANY OTHER TIME UPON REQUEST, ALL CONFIDENTIAL
INFORMATION, ALONG WITH ALL COPIES.
(B)
USE OF INFORMATION OF EMPLOYERS.
DURING
DIRECTOR'S SERVICE AS A DIRECTOR OF THE COMPANY, DIRECTOR IS NOT REQUESTED TO,
AND SHALL NOT, USE OR DISCLOSE ANY CONFIDENTIAL INFORMATION OF ANY EMPLOYER OF
THE DIRECTOR OR ANY OTHER PERSON TO WHOM DIRECTOR HAS AN OBLIGATION OF
CONFIDENTIALITY.
(C)
ADDITIONAL ACKNOWLEDGMENTS. DIRECTOR
ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND HAS GIVEN
CAREFUL CONSIDERATION TO THE RESTRAINTS IMPOSED UPON DIRECTOR BY THIS AGREEMENT,
AND IS IN FULL ACCORD AS TO THEIR NECESSITY FOR THE REASONABLE AND PROPER
PROTECTION OF CONFIDENTIAL INFORMATION OF THE COMPANY.
DIRECTOR EXPRESSLY
ACKNOWLEDGES AND AGREES THAT EACH AND EVERY RESTRAINT IMPOSED BY THIS AGREEMENT
IS REASONABLE WITH RESPECT TO SUBJECT MATTER, TIME PERIOD AND GEOGRAPHICAL AREA.
2.
MISCELLANEOUS.
(A)
NO