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Confidentiality, Non-circumvention and Heads of Agreement

Witnesseth:

This agreement is made and entered into by and between:

_______________________________________________________________________

_______________________________________________________________________

Whereas, the parties contemplate entering into an ongoing business relationship which will involve from time to time the disclosure to each other of information and data of a sensitive and proprietary nature.

Whereas, the parties desire to set out in this Agreement the terms and conditions governing the treatment of confidential information and data and the undertakings each of the parties shall give to the other to refrain from, or prevent, improper disclosure or unauthorised use of confidential information.

Now, therefore, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Confidential Information
When designated in writing as such by the party making disclosure, "Confidential Information" shall include the names, addresses, telephone, telex, and facsimile numbers of each of the parties hereto and of the parties the identity of which is disclosed by the parties hereto, including, but not limited to, the source or sources of any funds sought or acquired by a party in order to engage in transactions contemplated between the parties hereto and banks and consultants or advisors involved in one or more investment or capital formation programmes.  Provided, however, that "Confidential Information" shall not include information that is already in possession of the party to whom it is disclosed or, otherwise, information that is in the public domain.  In the event a party receiving information designated as "Confidential Information" objects to said designation pursuant to the immediately preceding sentence, said receiving party shall notify the disclosing party of said objection within five (5) business days of receipt of said information, and the parties shall mutually determine the merit of the objection and the information shall be treated accordingly for purposes of this Agreement.

Treatment of Confidential Information
In consideration of the mutual exchange and disclosures of Confidential Information, defined in Section 1, above, each party hereto, for itself, its stockholders, directors, officers, employees, affiliates, consultants, agents, representatives, accountants, principals, and counsel (collectively, "Associates") undertakes in relation to all Confidential Information disclosed by another party hereto:

To treat all Confidential Information in confidence and to use it only in connection with transactions contemplated between the parties hereto, and not to use, or permit to be used, Confidential Information for any other purpose, and, in particular, but without prejudice to the generality of the foregoing, not to use, or permit to be used, the same for the benefit of itself or for any third party other than pursuant to this Agreement.

Except as may be required by applicable law, rule, regulation, and legal process, not to copy, to reproduce, to disclose, or to distribute Confidential Information to or for any third party, other than to or for an Associate in a manner which is necessary or desirable in order to further a contemplated transaction between the parties hereto to be concluded consistently with the terms of this Agreement, without the prior consent of the disclosing party.

Not to contact or to deal with or otherwise to communicate with, directly or indirectly, any individual or entity described in Section 1 hereof, the identity of which has been divulged or otherwise disclosed by another party hereto, without the prior consent of such party;  and

To apply thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential or proprietary information.

Authorised Disclosure
Each party warrants to the best of its knowledge and belief that it has the right to disclose its Confidential Information and/or data to the other parties in accordance herewith, and the right to authorise the other parties to use the same for the purposes of this Agreement.

Breach
The failure of a party or of an associate of a party to observe and to comply with the undertakings set forth herein shall be deemed to be a breach of this Agreement, entitling the party or parties who provided the Confidential Information in the first instance to all remedies available at law or in equity.  In any action brought to enforce the terms of this Agreement, the successful plaintiff or plaintiffs shall be entitled to recover reasonable attorneys' fees and costs of litigation in addition to other such relief as may be granted.

Governing Law
This Agreement shall be governed by the laws of such country as the aggrieved party chooses to institute proceedings against the defaulting party.  The law courts of such chosen country shall have exclusive jurisdiction to hear such dispute.

Severability
The invalidity of any provision hereof shall not render unenforceable the entire Agreement, but rather the invalid provision shall be stricken from the Agreement or shall be modified in such a manner so as to be legally enforceable yet remain as similar as legally be permitted to the terms originally expressed in the Agreement, and the remainder of the Agreement shall remain in full force, as though the deleted provision had never been a part thereof, or that the provision, as modified, constituted the original language.

Assignability
The rights and obligations of each party under this Agreement may not be assigned without the prior written consent of all other parties hereto.

Counterparts
This Agreement may be executed in counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

Amendments
This Agreement may not be amended or modified except by a writing signed by each of the parties.

Term
The obligations running to a party disclosing Confidential Information pursuant to this Agreement, shall extend for a period of five (5) years from the date upon which such Confidential Information is disclosed hereunder.

Signature
Signature of the parties appearing on a faxed document or copy thereof shall constitute proof of such signature