Non Disclosure Agreement to help entities

The above entities agree that it is of mutual interest to enter into a confidentiality and non-disclosure agreement effective as of the ......... day of the ........... month of the year 2001.

IT IS HEREBY AGREED THAT:

1.0 Each entity will treat and safeguard Proprietary Information received from the other entity, whether disclosed orally or in writing (provided that it is properly identified as such in accordance with Paragraph 3 herein), in the same manner as its own Proprietary Information of like Importance and shall not disclose any such Proprietary Information to any third party including affiliates and subsidiaries nor shall it use such Proprietary Information for its own or a third party's benefit without prior written authorisation from the disclosing entity, providing that such Proprietary Information:

Is not in the public domain at the time of disclosure and does not subsequently enter the public domain.
Is not known to the recipient entity or any of its employees. if any, prior to the disclosure of the disclosing entity and is not independently acquired by the recipient or any of its employees, if any, free of any obligation of confidentiality, subsequent to such disclosure; and
Is not disclosed by the disclosing entity to a third entity, or it's employees, if any, free of any obligation of confidentiality.

In any event, the obligations of paragraph 1 shall terminate two (2) years after the date of the disclosure of the Proprietary Information.

2.0 An entity shall not be entitled to assert that any Proprietary Information:

was in the public domain at the time of disclosures, or,
was known to the recipient or any of its employees prior to the disclosure thereof and was independently acquired by the recipient or any of its employees.

unless that assertion is made in writing by the recipient forthwith after the receipt thereof.

3.0 Each entity shall identify information it deems to be Proprietary Information as follows:

All written Proprietary information shall be conspicuously labeled as such and no duplication thereof is authorised; and
Any Proprietary Information orally disclosed and considered to be of significant importance shall be reduced to writing by the disclosing entity, and such writing shall identify the date of oral disclosure and shall be:
- transmitted to the receiving entity within twenty four (24) hours of the date of the oral disclosure and,
- conspicuously labelled Proprietary Information

4.0 At the close or termination of the negotiations each entity will return to the other all documents and information obtained during the course of the negotiations and no copies shall be made of this information without the written consent of the entity.

5.0 During the course of the negotiations and after their termination neither entity will disclose to any outside entity that such negotiations are or have taken place.

6.0 During the course of the negotiations and after their termination neither entity will disclose to any outside entity any information gained during the course of the negotiations, be it commercially valuable or otherwise.

7.0 Neither entity will attempt to engage for employment or consultancy the staff of the other entity during the course of the negotiations, or, should the negotiations be terminated, for any reason, for 12 months following the date of the negotiations. The date of termination shall be deemed to start running 30 days from the date of the last meeting or communication between the entities.

8.0 This Agreement shall terminate one (1) year from the effective date hereof, unless sooner terminated by either of the entities on thirty (30) days advance written notice to the other entity. Termination under this Paragraph 8 shall in no way affect the obligations of Paragraph 1, except with the respect to Proprietary Information disclosed by either entity subsequent to termination pursuant to this paragraph.

Signed : Bruce Interested entity

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