Mutual Non-Disclosure Agreement

This is an Agreement between xxx (“xxx”) and the person or corporation named below ("Disclosee"). The parties may be disclosing to each other confidential and proprietary information of a technical or commercial nature for certain technical, business, or other purposes, and neither party would make such disclosures without the other's agreement to maintain confidential treatment of such information. Therefore, the parties agree as follows:

1.    The Disclosee has agreed to receive such information in confidence for the purpose of evaluation.

2.    Each party will not disclose or use any business and/or technical information of the other designated orally or in writing as "Confidential" or "Proprietary" (or in like words), except with prior written consent and then only to the extent specified in such consent. Such confidential and proprietary information may be disseminated within the parties' own organisations only to the extent reasonably required for the purposes hereof.

3.    Each party shall maintain the confidential or proprietary information of the other under lock and key, designated as "company confidential" or equivalent, with access only by those employees specifically authorised. The parties shall limit access to such confidential or propriety information of the other to those employees who have entered into appropriate confidentiality agreements and shall ensure compliance with the terms of such agreements.

4.    Such restrictions on use or disclosure of information described in Paragraph 2 do not extend to any information which (i) is publicly known at the time of its disclosure, (ii) is lawfully received from a third party not bound in a confidential relationship to the other party, (iii) is published or otherwise made known to the public by the other party, or (iv) was generated independently before its receipt from the other party.

5.    Unless otherwise agreed, upon 3 days written notice the parties will return any written confidential or proprietary information and all physical media on which software was received, with a letter confirming that the information has in no way been reproduced or copied. The obligations of this Agreement expires 3 years after its date.

DISCLOSEE ­­­­­­­­­­­­­­­­___________________________   XXX LIMITED

By       _______________________________    By    _______________________________

           (signature)                                                       (signature)

Name  _______________________________    Name _______________________________

           (print name)                                                     (print name)

Title     _______________________________    Title  _______________________________

Date    _______________________________    Date _______________________________

E-Mail  ­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­_______________________________

Phone (____)___________­

Address                                                                                                                                   

                   (street)                                                         (city)                                          (post code)                                  (country)