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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 ............................

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