THIS MUTUAL NON-DISCLOSURE NON-CIRCUMVENTION AGREEMENT is dated [] BETWEEN (1) [PARTY 1] incorporated and registered in , whose principal office is at

(2)

PARTY 2 incorporated and registered in [] whose registered office is at [].

BACKGROUND Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. It Is Hereby Agreed as follows:

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DEFINITIONS AND INTERPRETATION In this Agreement, unless the context otherwise requires, the following words and expressions shall have the meanings ascribed to them: Affiliates means with respect to a party, any entity (including without limitation any individual, corporation, company, partnership, limited liability company or group) that directly, or indirectly through one or more intermediaries, controls, is controlled by is under common control with such party. Confidential Information as used in this Agreement shall mean: All such information that is or has been disclosed by the Disclosing Party or its Affiliates and is identified at the time of disclosure as being confidential: (a) in writing or by email or tangible electronic storage medium whether or not it is clearly marked Confidential or Proprietary;
A.

All communications and information whether written, visual or oral, capable of giving some competitive business advantage in the proposed business, or the opportunity of obtaining that advantage, or the disclosure of which could be detrimental to that interest, including but not limited to business plan, results, reports, date, formulae, process, technical information, materials, designs, specification of products, know-how, software programs and samples, and information concerning the trade secrets, customers, marketing, business associations, finances, financial arrangements, financial projections, current or future business plans and models, technical or commercial affairs of either party, regardless of whether such information is designated as Confidential Information at the time of its disclosure;

b. Analysis, compilations, studies and other documents prepared or generated by the Disclosing Party or its officers, employees, agents or advisers which contain or otherwise reflect or are generated from the information specified above; c. And Confidential Information also includes, but is not limited to, personal data as defined in this agreement or by applicable law whichever is broader, and personal data shall not be required to be marked Confidential or Proprietary to be treated as Confidential Information under this Agreement. Defaulting Party means the Party disclosing Confidential Information to an unauthorised third party. Disclosing Party refers to each Party as to information disclosed by it;

Innocent Party means the Party whose Confidential Information has been disclosed to an unauthorised third party. Introducing Party refers to the Party introducing any company or entity; Parties mean the parties to this Agreement. Receiving Party refers to each Party as to information received by it; Representatives means a Partys employees, agents, officers, representatives and advisers .

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OBLIGATIONS OF CONFIDENTIALITY The Receiving Party shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose; (d) apply the same security measures and degree of care to the Confidential Information as the Receiving Party applies to its own confidential information, which the Receiving Party warrants as providing adequate protection from unauthorised disclosure, copying or use. The Receiving Party may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs these Representatives of the confidential nature of the Confidential Information before disclosure; and (b) at all times, it is responsible for these Representatives' compliance with the obligations set out in this Agreement. A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause Error: Reference source not found, it takes into

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account the reasonable requests of the other party in relation to the content of this disclosure.
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The Receiving Party shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority or by any court or other authority of competent jurisdiction. RETURN OF INFORMATION At the request of the Disclosing Party, the Receiving Party shall: (a) destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Receiving Party may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Receiving Party to keep evidence that it has performed its obligations under this Agreement. The provisions of this clause 3 shall continue to apply to any such documents and materials retained by the Receiving Party, subject to clause Error: Reference source not found. NON-CIRCUMVENTION Non-Solicitation: The parties and/or their Representatives of whatsoever nature shall not, in any manner solicit and/or accept any business from sources that have been made available by and through the Introducing Party, nor in any manner shall access, conduct solicit and/or conduct any transaction with the sources of the Introducing Party, without the specific permission of the Introducing Party. Non-disclosure: The Parties shall not disclose any contact revealed by THE Introducing Party to any third parties, as they fully recognize such information and contact(s) to be the proprietary information of the Introducing Party, and shall not enter into direct and/or indirect offers, negotiations and/or transactions with such contacts revealed by the Introducing Party who made the contact(s) available, without the express consent of that party.

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Compensation: In the event of a breach of Clauses Non-Solicitation: The parties and/or their Representatives of whatsoever nature shall not, in any manner solicit and/or accept any business from sources that have been made available by and through the Introducing Party, nor in any manner shall access, conduct solicit and/or conduct any transaction with the sources of the Introducing Party, without the specific permission of the Introducing Party. and Non-disclosure: The Parties shall not disclose any contact revealed by THE Introducing Party to any third parties, as they fully recognize such information and contact(s) to be the proprietary information of the Introducing Party, and shall not enter into direct and/or indirect offers, negotiations and/or transactions with such contacts revealed by the Introducing Party who made the contact(s) available, without the express consent of that party. by any of the Parties, whether direct and/or indirect, the Innocent Party shall be entitled to a legal monetary compensation equal to the maximum service it should realize from such a transaction, plus any and all expenses, including any and all legal costs and expenses in lieu of recovery of such compensation. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. The Receiving Party acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Innocent Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement. The Defaulting Party shall be liable to the Innocent Party for the actions or omissions of the Defaulting Party's Representatives under this Agreement, as if they were the actions or omissions of the Deafulting Party. WARRANTY AND INDEMNITY Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Receiving Party and to authorise the Receiving Party to use such Confidential Information for the Purpose. Each 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 reasonable 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 of the Receiving Party.

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TERM AND TERMINATION If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two years from the termination of this Agreement. Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled. ENTIRE AGREEMENT AND VARIATION This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation. No variation of this Agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives). NO WAIVER Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. GOVERNING LAW AND JURISDICTION This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three, the seat, or legal place, of arbitration shall be London, United Kingdom, and the language to be used in the arbitral proceedings shall be English.

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In witness whereof the Parties have executed this Agreement the date and year first above written. Signed by [Name of Director] for and on behalf of [Party 1] Signed by [Name of Director] for and on behalf of [Party 2] ....................................... Director ....................................... Director