NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

This Agreement is made and entered into this day the [date of signature] by and between

, a [type of company] company organized and existing under the laws of with its office located at - , (hereinafter referred to as [shortened name of first party])

and

[name of second party] (hereinafter referred to as [shortened name of second party] , which expression shall include its successors and permitted assigns, a [type of company] company, organized and existing under the laws of [country of second party] and ha!ing an office at [address of second party].

and [shortened name of second party] may be referred to below indi!idually or collecti!ely, as the context may re"uire, as #arty or #arties $ %hereas, both #arties, for their mutual benefit, desire to disclose to one another and exchange certain information and data in connection with [name of project] as proposed by and in particular the exchange of information and data regarding [detail part of project object of this agreement] (the Project)$

1.

DEFINITION INFORMATION

OF

CONFIDENTIAL/PROPRIETARY

&onfidential 'nformation and ( or #roprietary 'nformation means any information related to the #ro)ect or otherwise and defined as follows* +$+$ any information transmitted by one #arty (the Disclosing Party) to the other #arty (the Receiving Party) in connection with the #ro)ect, including such information as was transmitted prior to the completion of this Agreement, pro!ided always that it is clearly mar,ed and indicated as confidential and ( or proprietary$ +$-$ any information, ,nowledge or data, transmitted on whate!er media (written, telephonic, magnetic, electronic, digital) and in whate!er form (technical data, graphs, drawings, plans, formulae, lists, figures, statistics, correspondence, presentations and reports) including but not limited to technical plans and specifications, geological data, test results, financial, economic and commercial data, trade secrets, pricing, customer information and identity, software, and(or technical information necessary to e!aluate the !iability of [the project] which is proprietary to the .isclosing #arty, or in which the .isclosing #arty has a right or interest$ Together hereinafter referred to as Confidential Information$
+

/ow, therefore, the #arties agree as follows*

2.

NON-DISCLOSURE, PRESERVATION & RESTRICTED USE 0or the duration of the !alidity of this Agreement each #arty agrees the following obligations as a 1ecei!ing #arty*

-$+$ to protect &onfidential 'nformation with the same degree of care and security afforded to its own confidential ( proprietary information in order to pre!ent disclosure2 -$-$ to use &onfidential 'nformation only in connection with e!aluating the #ro)ect and the proposed cooperation$ 'n no e!ent will the 1ecei!ing #arty use any &onfidential 'nformation for any other commercial purpose or for any purpose which might be competiti!ely disad!antageous to the .isclosing #arty2 -$3$ to reproduce such &onfidential 'nformation only to the extent necessary for the purposes contemplated herein2 -$4$ to restrict disclosure of such &onfidential 'nformation to its employees, directors, and professional ad!isors (and those of its affiliated companies) with a need to ,now (and ad!ise such persons of the obligations assumed herein)2 -$5$ to not disclose &onfidential 'nformation to any third party without prior written appro!al of the .isclosing #arty$ The 1ecei!ing #arty will ad!ise all third parties who recei!e any &onfidential 'nformation (from the 1ecei!ing #arty) of its confidential nature, and will obtain their written assurance that they will abide by the terms and conditions of this /on .isclosure and &onfidentiality Agreement as if such parties were parties hereto2 -$6$ at the written re"uest of the .isclosing #arty, to certify in writing that all copies of such &onfidential 'nformation ha!e been destroyed$

3.

EXCLUSIONS The restrictions on the use or disclosure of &onfidential 'nformation in clause -$non-disclosure, preser!ation 7 restricted use, shall not apply*

3$+$ to any &onfidential 'nformation which the 1ecei!ing #arty can demonstrate by documentation as independently de!eloped or ac"uired by the 1ecei!ing #arty, or lawfully recei!ed free of restriction from another source ha!ing the right to so furnish such information2 3$-$ after the &onfidential 'nformation has become generally ,nown or a!ailable in the public domain without breach of this Agreement by the 1ecei!ing #arty2 3$3$ to any &onfidential 'nformation which at the time of disclosure to the 1ecei!ing #arty was ,nown to such recei!ing #arty free of restriction and e!idenced by documentation in such #arty8s possession2 3$4$ to the extent that the .isclosing #arty agrees in writing that the &onfidential
-

'nformation is free of such restrictions2 3$5$ to any &onfidential 'nformation that a recei!ing #arty is re"uired to produce pursuant to force of law, an order issued by a court or regulatory body, pro!ided that the 1ecei!ing #arty shall immediately notify the .isclosing #arty of such order prior to such production and shall use best efforts to obtain protecti!e orders pre!enting the further disclosure of &onfidential 'nformation beyond that mandated by the rele!ant court or regulatory body$

4.

LIMITATIONS / RESTRICTIONS

4$+$ 9ach #arty hereto shall endea!our to ,eep to a minimum the amount of &onfidential 'nformation that is furnished to the other upon which restrictions are imposed$ 4$-$ 9ach party ac,nowledges that the pro!iding of &onfidential 'nformation or other information hereunder in no way constitutes or gi!es rise to or will be deemed to constitute or gi!e rise to any representation or warranty as to the accuracy or completeness thereof$ 4$3$ /othing contained herein shall be construed as granting or conferring any rights by license, copyright, or similar right with respect to any of the &onfidential 'nformation or any other information pro!ided by either #arty to the other #arty hereunder$ 4$4$ 9xcept upon mutual written agreement, or as may be re"uired by law, neither #arty shall in any way or in any form disclose the discussions that ga!e rise to this Agreement or the fact that there ha!e been or will be discussions or negotiations co!ered by this Agreement$ /either #arty will disclose to Third parties that either #arty has expressed an interest in the proposed #ro)ect without prior consultation and without consent of the other$ 4$5$ /either this Agreement nor the disclosure or receipt of &onfidential 'nformation shall constitute or imply any promise or intention to enter into a cooperation, or to ma,e any purchase of products or ser!ices, or to enter into any commitment by either #arty in respect to the #ro)ect and ( or any other related business$ 4$6$ All &onfidential 'nformation shall remain the property of the .isclosing #arty and shall be returned upon written re"uest or upon the 1ecei!ing #arty8s determination that it no longer has a need for such &onfidential 'nformation$

5.

VALIDITY & DURATION This Agreement shall come into force upon execution and shall terminate one year from such date$ 9ach #arty agrees that all of its obligations underta,en herein as a 1ecei!ing #arty, including but not limited to the obligation to ,eep confidential and restrict the disclosure and use of &onfidential 'nformation, shall sur!i!e and continue for a period of three years from the date of termination$

6.

URISDICTION, DISPUTES & NOTICES

6$+$ This Agreement shall be go!erned in accordance with the laws of $ 6$-$ Any disputes arising in connection with or out of the interpretation of this Agreement, which the #arties cannot settle amicably, shall be finally settled by three arbitrators under the 1ules of &onciliation and Arbitration of the 'nternational &hamber of &ommerce$ The board of arbitrators shall con!ene in [chosen city]$ 6$3$ The #arties agree that any !iolation of the terms of this Agreement may constitute irreparable harm and that money damages may be insufficient to remedy such harm$ Therefore and notwithstanding the abo!e and without pre)udice to the rights and remedies otherwise a!ailable a #arty shall be entitled to e"uitable relief by way of in)unction in the e!ent the other #arty breaches or threatens to breach any of the pro!isions of this Agreement$ The #arties further agree that the pre!ailing party in any litigation concerning this Agreement shall be entitled to reasonable attorney fees and any and all other costs associated with enforcing the terms of this Agreement$ 6$4$ This Agreement constitutes the entire agreement between the #arties and supersedes any prior oral or written agreements$ Any amendments hereto must be in writing and signed by each #arty$ This Agreement shall benefit and be binding upon the #arties hereto and their respecti!e successors$ 6$5$ All notices shall be considered as !alidly ser!ed if sent by registered mail (return receipt re"uested) to the addresses at the head of this Agreement$ 9xecuted in , on [date of signature]

for
(duly authorized to signed)

for [second party]

(duly authorized to signed)

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