MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on

[Month, day, year]

BETWEEN

1.

[Party A], ("Party A"); and

2.

[Party B], ("Party B"),

collectively referred to as the "Parties".

1.

In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party
hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions
to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs
with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any
information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such
Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy
or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees,
agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary
Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement

2.

Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with
respect to any information after five years following the disclosure thereof or any information that the Receiving
Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any
affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by
it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was
unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed
without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures
required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure
and has allowed the Disclosing Party to seek a protective order.

3.

Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to
the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary
Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form
incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as
appropriate.

4.

The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary
Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.

5.

Each party further acknowledges and confirms to the other party that no representation or warranty, express
or implied, is or will be made, and no responsibility or liability is or will be accepted by either party, or by any of its
respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of
completeness of any Proprietary Information made available to the other party or its advisers; it is responsible for
making its own evaluation of such Proprietary Information.

6.

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be
construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or
unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither
Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other
Party. This Agreement may not be amended for any other reason without the prior written agreement of both
Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter
hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as
may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or
understandings with respect hereto.

7.

This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or
if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the
"Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the
non-exclusive of the courts in the Territory.

[Party A]
By: _________________________________
Name: ______________________________
Title: _______________________________
Address: ____________________________
Date: _______________________________

[Party B]
By: _________________________________
Name: ______________________________
Title: _______________________________
Address: ____________________________
Date: _______________________________