NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is manufactured and applied for as of [date] between [Your Company name] featuring its place of business at [ address] (“Company”) and [company 2], featuring a place of business at [Address]

Purpose:Company and [company 2] want to explore an organization opportunity of mutual interest plus connection with this opportunity needs to execute this Non Disclosure Agreement (“Agreement”).

1. Confidential Information: Confidential information means any information disclosed to by one party on the other, either directly or indirectly in some recoverable format, orally or by inspection of tangible or intangible objects, including without limitation documents, strategic business plans, source code, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data. Confidential Information also can include information disclosed to your party by any other companies at the direction of any Disclosing Party. Confidential Information shall not, however, include any information that the Receiving party can establish (i) was publicly known making it generally obtainable in the public domain prior for the time of disclosure; (ii) becomes publicly known making generally available after disclosure through no action or inaction of Receiving Party; or (iii) influences possession of Receiving Party, without confidentiality restrictions, in the time of disclosure with the Disclosing Party as shown by Receiving Party’s files and records immediately prior on the time of disclosure. The party disclosing the Confidential Information will probably be referred to as “Disclosing Party” inside Agreement as well as the party receiving the Confidential Information will probably be referred to as “Receiving Party” within the Agreement.

2. Non-use and Non-disclosure: The Receiving Party agrees never to use any Confidential Information for virtually every purpose except to guage and take part in discussions concerning a business relationship relating to the parties hereto. Receiving Party agrees to never disclose any Confidential Information to businesses or to its employees, except to prospects employees whorrrre required to develop the information in order to guage or do discussions about the contemplated business model. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or another tangible objects which embody the Disclosing Party’s Confidential Information and which can be provided towards the Receiving Party hereunder.

3. Maintenance of Confidentiality Information: The Receiving Party agrees it shall take all reasonable measures to defend the secrecy of avoiding disclosure and unauthorized standby time with the Confidential Information. Without limiting the foregoing, Receiving Party shall take a minimum of those measures that Receiving Party takes to guard its own most highly confidential information and shall have its employees, if any, that have access to Confidential Information sign a non-use and non-disclosure agreement in content substantially similar on the provisions hereof, ahead of any disclosure of Confidential Information to such employees. The Receiving Party shall not make any copies of Confidential Information unless the identical are previously approved in some recoverable format by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on these approved copies, inside the same manner through which such notices were set forth in or within the original. The Receiving Party shall immediately notify the Disclosing Party inside the event of any unauthorized use or disclosure from the Confidential Information.

4. No Obligation: Nothing herein shall obligate either party to proceed with any transaction with shod and non-shod, every party reserves the proper, rolling around in its sole discretion, to terminate the discussions contemplated at this Agreement in regards to the business opportunity.

5. No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

6. Return of Materials: All documents along with other tangible objects containing or representing Confidential Information and all of copies thereof which can be in the possessing Receiving Party should be and remain the property on the Disclosing Party and will be promptly returned on the Disclosing Party upon the Disclosing Party’s request.

7. No License: Nothing on this Agreement is meant to grant any rights with the idea to party under any patent, mask work right or copyright of Company, nor shall this Agreement grant Receiving Party any rights in in order to Confidential Information except as expressly set forth herein.

8. Term: This Agreement shall survive for the period of three years from the date of disclosure on the Confidential Information.

9. Remedies: The Receiving Party agrees that any violation or threatened violation in this Agreement may cause irreparable injury towards the Disclosing Party, entitling the Disclosing Party to have injunctive relief on top legal remedies.