THIS AGREEMENT is made the  day of   between

1. Arez Ltd., a company incorporated in England and Wales  (registered number: 11179851) whose registered office is at ADDRESS; and
2. , a company incorporated in  (registered number: ) whose registered office is at  (“the Company”).

WHEREAS:

Arez Ltd and the Company have entered into, or are considering, a business relationship that may involve the disclosure by each of certain proprietary and confidential information to the other. Each party is willing to disclose its information to the other party upon the terms and conditions of this Agreement.

IT IS AGREED AS FOLLOWS:

1. “Affiliates” means an entity that Controls a party, or a party Controls or is under common Control with a party. For the purpose of this Agreement, the term “Control” means owning more than fifty percent of the voting shares in the entity or the ability to control the direction of the entity and/or its management.

“Confidential Information” means all information related to the Disclosing Party or its Affiliates and /or the business carried on or proposed to be carried on by the Disclosing Party, including without limitation any information related to systems, ideas, business methods, prices, finance, marketing, customer lists or details, products or services, computer systems and software, operations, plans, inventions, know-how, trade secrets and business affairs in whatever form, whether in writing or in electronic form which is made available to or obtained by the other party pursuant to this Agreement or recorded in agreed minutes following oral disclosure, and any other information which is marked as confidential by legend or which is confidential by its nature, but excluding information which (i) at the time of disclosure was generally available to the public, or becomes available to the public otherwise other than as a result of a disclosure by the Receiving Party in breach of this Agreement; (ii) was lawfully made available to the Receiving Party from a source other than the Disclosing Party that is not, to the Receiving Party’s knowledge, under an obligation of confidentiality to the Disclosing Party; (iii) the Receiving Party can establish was lawfully already in its possession prior to the time of disclosure; or (iv) was independently developed by or on behalf of the Receiving Party.

“the Disclosing Party” means the party who provides or discloses Confidential Information.

“the Purpose” means the commercial discussions between the parties to the extent necessary to evaluate and/or negotiate the proposed business relationship.

“the Receiving Party” means the party who obtains or otherwise receives Confidential Information from the Disclosing Party.

1. For a period of 2 years from the date of this Agreement, the Receiving Party (a) shall protect the Disclosing Party’s Confidential Information by using a standard of care at least equal to that which it applies to safeguard its own Confidential Information but in any case using not less than reasonable care and shall not, without the Disclosing Party’s written consent directly or indirectly communicate or disclose (whether in writing or orally) Confidential Information other than in accordance with this Agreement; (b) shall use the Disclosing Party’s Confidential Information only for the Purpose; (c) shall make available the Disclosing Party’s Confidential Information only to such of its Affiliates, officers, directors or employees, and professional advisors, in each case on a confidential basis, who need access to the Confidential Information for the Purpose provided that all persons to whom such Confidential Information is made available will be made aware of the confidential nature of such Confidential Information and are subject to an obligation of confidentiality to the Disclosing Party on terms no less onerous than those in this Agreement (and the Receiving Party shall at all times be responsible for any actions of any such persons that would constitute a breach of this Agreement); (d) shall not without the prior written consent of the Disclosing Party disclose to any third party except as provided in clause 3 below, the fact that Confidential Information has been disclosed, that a commercial relationship exists, or is under consideration, between the parties, or any of the terms, thereof; and (e) shall not make any copies or reproductions of the Confidential Information except with written consent of the Disclosing Party and only to the extent reasonably necessary for the Purpose and all copies made shall be the property of the Disclosing Party.
2. If the Receiving Party is compelled to disclose by law, regulation or on behalf of any competent regulatory authority or by a court of competent jurisdiction  (i) any Confidential Information, (ii) the fact that Confidential Information has been made available to it by the Disclosing Party or that discussions or negotiations between the parties are taking place, or (iii) any of the terms of any existing or proposed relationship, the Receiving Party will where reasonably possible provide the Disclosing Party with written notice within 2 days of such request, so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees that it will disclose only that portion of Confidential Information and other information that is legally required and that it will use its best endeavours to obtain reliable assurance that confidential treatment will be afforded to that portion of Confidential Information and other information that is being disclosed.
3. The Disclosing Party acknowledges that the Receiving Party and its Affiliates are engaged in a wide variety of businesses. During, or following the termination of, discussions relating to the Purpose, and subject to any restrictions contained in this Agreement or any definitive agreement implemented as a result of such discussions, the Receiving Party and its Affiliates will be free to continue to engage in such businesses and to expand such businesses by way of acquisitions, internal development of products and services and otherwise. Subject to any restrictions contained in this Agreement or in any such definitive agreement, nothing in this Agreement shall be interpreted as to prevent the Receiving Party or any of its Affiliates from fully and freely competing with the Disclosing Party.
4. The Receiving Party agrees that it will not use in advertising, publicity or otherwise any trade name or trademark or any product, contraction, abbreviation or simulation thereof that is owned, to the Receiving Party’s knowledge, by the Disclosing Party.
5. The Receiving Party, upon written request from the Disclosing Party, shall within 30 days, as directed by the Disclosing Party, return or destroy (at the Disclosing Party’s option) all Confidential Information supplied (including any copies), and shall expunge or destroy any Confidential Information from any computer, word processor or other device into which it was copied, read or programmed by the Receiving Party. The Receiving Party shall on request provide a certificate or statutory declaration (at the Disclosing Party’s option) signed by a director as to full compliance with the requirements of this clause 6.
6. The Disclosing Party makes no representation or warranty, express or implied, as to the quality, accuracy and completeness of the Confidential Information disclosed hereunder. The Disclosing Party, nor any of its or its Affiliates’ officers, directors or employees shall have any liability whatsoever with respect to the use or reliance on the Confidential Information by the Receiving Party.  The Disclosing Party retains all intellectual property rights in the Confidential Information at all times and for all purposes.  Nothing contained in this Agreement is to be construed as granting or conferring any rights by license or otherwise, expressly, or by implication, in respect of any intellectual property right in, or any invention, discovery or improvement made by the Disclosing Party before or after the date of this Agreement relating to the Confidential Information.
7. Both parties acknowledge and agree that the breach or threatened breach of any provision of this Agreement by it may result in irreparable and continuing damage to the other party, for which damages may not be an adequate remedy. Accordingly, the non-breaching party shall be entitled to seek an injunction, specific performance, or other equitable relief to prevent breaches or threatened breaches of any of the provisions of this Agreement. These specific remedies are in addition to any other rights to which the parties may be entitled at law or in equity.
8. No provision of this Agreement shall be waived or amended except by written consent of both parties, which consent shall specifically refer to this Agreement and explicitly make such waiver or amendment. No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
9. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
10. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns, as the case may be. This Agreement shall survive and shall not be affected by any termination of any commercial relationship between the parties.
11. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.
12. This Agreement shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
13. The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
14. All notices, requests, consents, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be (a) personally delivered (including courier), (b) sent by postage prepaid registered airmail, or (c) transmitted by facsimile.  Notice shall be deemed to be received if personally delivered when left at the proper address, if posted by Airmail 7 days after sending and if by facsimile at the time of transmission.  Notice to either party shall be sent to its address and to the attention of the person set forth below.
15. This Agreement constitutes the entire agreement and understanding between the parties as to Confidential Information and supersedes all prior or contemporaneous communications, negotiations, representations or agreements between the parties with respect thereto. No representations have been made by either of the parties except as are specifically set forth herein. No rights or obligations other than those expressly recited herein are to be inferred from this Agreement.