CONFIDENTIALITY AND NON-DISCLOSURE

AGREEMENT

This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is entered into

and made effective as of the ____ day of August, 2019

BY AND BETWEEN

____________________ located at __________________________________________

(herein after referred to as “Disclosing Party”)

And

______________________ located at _____________________ (hereinafter referred to as

“Receiving Party”)

(Hereinafter both Disclosing Party and Receiving Party, individually refer to as ‘Party’ and
collectively refer to as ‘Parties’)

WHEREAS:

a. Disclosing Party possesses certain confidential information (hereinafter referred

to as “Submission”), which Disclosing Party deems Confidential proprietary
information;
b. Receiving Party are exploring the possibility of engaging in one or more mutually
beneficial business relationship (“Project”).
c. The purpose of this Agreement is to assure the protection and preservation to the
proprietary and/or confidential nature of such Confidential Information and limit
its use only for the negotiations and/or discussions as stated herein above”
(“Purpose”).

AND WHEREAS IN RELIANCE UPON AND IN CONSIDERATION OF

THE FOLLOWING UNDERTAKINGS, THE PARTIES HERETO AGREE
AS FOLLOWS:

1. DEFINITION OF CONFIDENTIAL INFORMATION: "Confidential

Information" shall mean all non- public or proprietary data or all valuable works,
concepts, ideas, plan or designs and procedures, details or any information or
material that is proprietary or designated as Confidential Information by the
Disclosing party and not generally known by non-party personnel, including but
 not limited to, all confidential and proprietary information relating to the business
of the parties, and includes (but is not limited to) business plans, marketing plans,
financial projections and other financial information, intellectual property matters,
web site content and development, trade secrets, contracts, customer lists, vendors
and employee matters. (irrespective of whether such data or information is
communicated by the Disclosing Party or its Representatives) to Receiving Party,
in writing, whether or not such information is also disclosed orally, that relates or
refers, directly or indirectly, to the Submission, including the Submission itself,
shall be deemed confidential and shall constitute Confidential Information, and
shall include (i) all documents generated by Receiving Party which contain,
comment upon, or relate in any way to any Confidential Information received
from Disclosing Party, and (ii) any written samples of the Submission received
from Disclosing Party together with any information derived by Receiving Party
there from.

2. CONFIDENTIAL INFORMATION SHALL NOT INCLUDE

INFORMATION:
I. That Receiving Party can show by documentary evidence was known to
Receiving Party or prior to the date of its disclosure to Receiving Party by
Disclosing Party or
II. That becomes publicly known, by publication or otherwise, not due to any
unauthorized act or omission of Receiving Party or any other party having an
obligation of confidentiality to Disclosing Party; or,
III. That is subsequently disclosed by Disclosing Party to any person, firm or
corporation on non-confidential basis; or
IV. That Receiving Party can conclusively show by documentary evidence that
such information was developed independent of any access to the
Confidential Information.

3. NO OBLIGATION: This Agreement does not obligate the Disclosing Party or

the Receiving Party to disclose any information to the other or to enter into any
transaction or business relationship.

4. USE OF CONFIDENTIAL INFORMATION: The Receiving Party shall hold

the Confidential Information in confidence and shall not disclose it to any third
party other than to its directors, officers, employees, agents, representatives or
advisors (collectively "Representatives") who have a need to know the same for
Purpose. The Receiving Party shall make its Representatives aware of the fact that
the Confidential Information is confidential and the obligations owing to the
Disclosing Party. The Receiving Party shall be responsible for the acts or
 omissions of its Representatives with regard to the Confidential Information and
for any breach by them of the terms of this Agreement. Confidential Information
may be used only for the Purpose and for no other purpose. Any right, title and
interest in and to the Confidential Information shall remain the property of the
Disclosing Party. By making Confidential Information or other information
available to the Receiving Party, the Disclosing Party is not, and shall not be
deemed to be, granting (expressly or by implication) any license or other right
under or with respect to any patent, trade secret, copyright, trademark or other
proprietary or intellectual property right.

5. REQUIRED DISCLOSURE. If Receiving Party or its Representatives are

requested by judicial or other governmental order to disclose any Confidential
Information, Receiving Party shall provide Disclosing Party with prompt notice of
such request so that Disclosing Party may seek an appropriate protective order or
waive compliance with the provisions of this Agreement. If, failing the entry of a
protective order or the receipt of a waiver hereunder, Receiving Party or its
Representatives are, in the reasonable written opinion of its legal counsel,
compelled to disclose Confidential Information pursuant to such request or else
stand liable for contempt or suffer other censure or penalty, Receiving Party or its
Representatives may disclose that portion of the Confidential Information which
such counsel has advised is required to be disclosed and Receiving Party shall use
reasonable efforts to obtain assurance that confidential treatment will be accorded
the Confidential Information.

6. NO RIGHT TO CONFIDENTIAL INFORMATION

a. The Receiving Party hereby agrees and acknowledges that no license, either
express or implied, is hereby granted to the Receiving Party by the other
Party to use any of the Confidential Information.
b. The Receiving Party further agrees that all inventions, improvements,
copyrightable works and designs relating to written works, concepts, ideas,
plan or designs of the other Party directly resulting from or relating to the
Confidential Information and the right to market, use, license and franchise
the Confidential Information or the ideas, concepts, methods or practices
embodied therein shall be the exclusive property of the Disclosing Party,
and the Receiving Party has no right or title thereto.

7. NO WARRANTY: All Confidential Information provided by the Disclosing

Party hereunder is provided without representation or warranty as to the accuracy
or completeness of such information.
8. RETURN OF CONFIDENTIAL INFORMATION: At any time upon written
request from the Disclosing Party, the Receiving Party shall promptly (i) return to
the Disclosing Party all written Confidential Information (including all copies
thereof made by the Receiving Party), and (ii) destroy all Derivative Data
prepared by the Receiving Party or its Representatives; provided, however, that
Receiving Party's legal department shall be entitled to retain one copy of the
Confidential Information and Derivative Data for compliance purposes and/or
defending or maintaining any litigation relating to this Agreement and any
documents so retained shall, subject to such disclosure as may be reasonably
necessary for compliance and litigation purposes, be kept confidential and remain
subject to the terms of this Agreement.

9. LOSSES: The Receiving Party agrees to indemnify the Disclosing Party against
any and all losses, damages, claims, or expenses incurred or suffered by the
Disclosing Party as a result of the Receiving Party's breach of this Agreement.

10. TERMS AND TERMINATION: The term of this Agreement shall be Three (3)
years from the Effective Date; provided, however, in the event that Receiving
Party do not proceed with an offer which is the subject of this Agreement within a
reasonable time, Receiving Party shall promptly re-deliver to Disclosing Party all
written material or information and any other material containing or reflecting any
information of the business and will not retain any copies, extracts or other
reproductions of such written material. All documents, memoranda, notes and
other writings whatsoever prepared by Receiving Party or its advisers based on
the information in the Material shall also be returned to Disclosing Party unless
Disclosing Party agree that Receiving Party may be retained, in which case
Receiving Party shall be kept confidential and not used by them or given to any
third party for any purpose.

Upon the date of termination of this Agreement, all legal obligations, rights and
duties arising out of this Agreement shall terminate except for such legal
obligations, rights and duties as shall have accrued prior to the effective date of
termination and except as otherwise expressly provided in this Agreement.

11. SEVERABILITY: If any term of this Agreement is declared by any

jurisdictional Court/tribunal to be illegal or unenforceable, it will not affect the
validity or enforceability of the other terms or provisions, unless the terms and
provisions declared illegal or unenforceable are in the nature of a condition
precedent or the essence of this Agreement or comprises an integral part of an
 inseparable from the remainder of this Agreement. In such event, the Parties will
take all necessary action and shall execute any other documents required to
suitably revise the illegal/unenforceable provision and facilitate the attainment of
the objectives of this Agreement.

12. NOTICES: All notices and other communication hereunder shall be in writing
and shall be deemed given if delivered personally or mailed by registered or
certified mail (return receipt requested) to the Parties at their addresses specified
in the introductory portion of this Agreement, or at any other address which a
Party might have specify in writing.

13. GOVERNING LAW AND JURISDICTION: This Agreement shall be

construed in accordance with the laws of the State of ______________. The
competent courts of the State of ________________ shall have exclusive
jurisdiction to entertain all disputes arising out of and/or in connection with this
Agreement.

14. GENERAL: This Agreement constitutes the entire agreement between the parties
with respect to Confidential Information and supersedes all prior or
contemporaneous oral or written agreements concerning the same. This
Agreement may be modified or waived only by a written instrument duly signed
by both parties. This Agreement shall be binding on and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Agreement may not be assigned and any attempt to do so will be null and void.
Each party acknowledges that (i) any disclosure of Confidential Information in
violation of this Agreement would be detrimental to a Disclosing Party's business,
(ii) money damages would not be a sufficient remedy for breach of this
Agreement, and (iii) a Disclosing Party shall be entitled, without waiving any
other rights or remedies, to seek equitable relief, including injunctions.

This is a legally binding Agreement.

Please read it carefully before signing. The undersigned (Receiving Party) agrees to the
terms of this Agreement and expressly acknowledges Reading, Understanding and
Receiving a Copy of this Document.

This Agreement expires 3 years from the date this Non-Disclosure Agreement is signed.

DISCLOSING PARTY RECEIVING PARTY

(Authorised Signatory) (Authorised Signatory)
Name: Name:
Title: Title
Date: Date: