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Non disclosure Agreement-NDA

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Listed Under

Non disclosure
Project Reference: Information related, but not limited to, development projects and assignments to be performed by the Recipient for the Company.

NDA - as the abbreviated term
The Company possesses competitively valuable Confidential Information (as hereinafter defined) regarding its current products, future products, research and development, and general business operations. Recipient may enter or has entered into a business relationship with the Company and in connection therewith may need to review or use the Companys Confidential Information and Materials or to create new Confidential Information and Materials for the Company. In consideration of the promises and covenants contained in this Agreement and the disclosure of Confidential Information and Materials from the Company to the Recipient, the parties hereto agree as follows:

1. Confidential Information and Materials

(a) "Confidential Information" shall mean any nonpublic information that the Company specifically marks and designates, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential or which the Recipient creates or produces in the course of performing services for the Company. "Confidential Information" includes, but is not limited to, product schematics or drawings, descriptive material, specifications, software (source code or object code), sales and customer information, the Companys business policies or practices, information received from others that the Company is obligated to treat as confidential and other materials and information of a confidential nature. No part of the confidential information can be reused or transformed to any form whatsoever. Any information or source code produced by the Recipient remains the sole property of the Company. This information cannot be sold or distributed in any form whatsoever. All intellectual property remains the sole property of the Company. This remains for a lifetime & not dependent on any external contract or agreements outside of this document. Contract will not expire or terminate on any terms or disagreements.

(b) "Confidential Information" shall include any materials or information which the Recipient shows: (i) is at the time of disclosure generally known by or available to the public or became so known or available thereafter through no fault of the Recipient; or (ii) is legally known to the Recipient at the time of disclosure by the Company; or (iii) is furnished by the Company to third parties without restriction; or (iv) is furnished to the Recipient by a third party who legally obtained said information and the right to disclose it; or (v) is developed independently by the Recipient either before or after the term of the Recipient’s engagement as a consultant or independent contractor to the Company where the Recipient can document such independent development.

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