MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement is made and entered into on [date] between _____________________, a limited liability company incorporated under the laws of United Arab Emirates, having [Type of License] License No._________- and having address at_____________________, through its Manager _______________ of email ________________ AND _____________________, a limited liability company incorporated under the laws of United Arab Emirates, having [Type of License] License No._________- and having address at_____________________, through its Manager _______________ of email ________________ The Party disclosing Confidential Information under this Agreement shall be referred to as Disclosing Party and the Party receiving Confidential Information shall be referred to as Receiving Party. OBJECTIVE The parties wish to explore a business opportunity of mutual interest (the "Opportunity") and in connection with this Opportunity, each party may disclose to the other party certain confidential technical and business information which the disclosing party desires the receiving party to treat it as confidential. This Agreement shall be Mutual; Both Parties shall be prohibited from sharing learned confidential and proprietary information that is communal between them. CONFIDENTIAL INFORMATION The term "Confidential Information" shall mean for the purposes of this Agreement, any and all information of whatsoever nature owned and controlled by either Party and shall include but not be limited to business or operational information, technical information, system of software programming and content, product pricing, internal operational or strategic business information and marketing and/or product strategies, new product development and plans disclosed by one Party to the other during the course of their business activities. With respect to any item of Confidential Information, the term "Discloser" shall refer to the party disclosing the Confidential Information and the term "Recipient" shall refer to the party receiving the Confidential Information. Confidential information also includes the information disclosed to a disclosing party by third parties. EXCLUSIONS FROM CONFIDENTIAL INFORMATION Confidential information shall not, however, include any information which: Was publicly known and was made generally available in the public domain prior to the time of disclosure by the disclosing party; Becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction by the receiving party; Is already in possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; Is received by the receiving party from a third party without a breach of such third party's obligations of confidentiality; Is independently developed by the receiving party without use or reference to the disclosing party's confidential information, as shown by documents and other competent evidence in the receiving party's possession; Is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party a prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. NON-USE AND NON-DISCLOSURE Each party shall not use the confidential information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Neither party will disclose the confidential information of other party to the third parties. If any party makes copy of confidential information of other party, such copies shall also constitute as confidential information and any and all confidential markings on the said document shall be maintained. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's confidential information and which are provided to other party hereunder. MAINTENANCE OF CONFIDENTIALITY Each party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of confidential information of the other party. Without limiting the foregoing, each party will take at least those measures that it takes to protect its own most highly confidential information, and shall promptly notify the disclosing party of any misuse or misappropriation of the confidential information of which it becomes aware. Each party shall disclose confidential information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and such party shall remain responsible for compliance with the terms of this agreement by its officers, directors, employees and contractors. NO OBLIGATION Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this agreement concerning the business opportunity. NO WARRANTY All confidential information is provided on "AS IS" basis, neither party makes any warranties, express, implied or otherwise, regarding its accuracy, completeness or performance. RETURN OF MATERIALS All materials and other tangible objects containing or representing confidential information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party upon the disclosing party's written request. NO LICENSE Nothing in this agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this agreement grant any party any rights in or to the confidential information of the other party except as expressly set forth herewith. TERM OF THE AGREEMENT This Agreement shall remain in effect for a period of one (1) year from the date of its execution, unless and until this Agreement is terminated by either Parties by giving prior written notice or is superseded by another agreement between the Parties. TIME PERIODS The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect for a subsequent period of two (2) years following termination or expiry of the Agreement. REMEDIES Each party agrees that any violation or threatened violation of this agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies. GOVERNING LAW This Agreement shall be construed in accordance with the applicable laws of the United Arab Emirates. Any legal dispute arising out of or concerning with this Agreement shall be heard and determined only in the Courts of _______________, United Arab Emirates. NON-HIRE Parties herein agree that either will not solicit or hire each other employee, when an employee of one organization approach other organization, it is the duty of the organization where the employee has approached for the job to refer the point to the respective decision-making authority of the other organization. Parties agree that there will be a fee payable for this breach. The fee is equal to twenty-four (24) times the total amount gross monthly salary (both variable and fixed) of the hired person. The same is payable before either party issues an offer letter to the employees of the respective organization. SEVERABILITY In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the validity, legality and enforceability of the remaining provisions shall not be affected and the remaining provisions shall be construed, to the extent possible, to give effect to this Agreement without the inclusion of such invalid, illegal or unenforceable provision. MISCELLANEOUS Neither party may assign its right or obligations under this agreement without prior written consent of the other party. Any attempted assignment in violation of this clause shall be null and void. This agreement contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. A failure to enforce any provision of this agreement will not constitute a waiver thereof or of any other provision. This agreement may not be amended, nor any obligation waived, except by a writing signed by both the parties hereto. Any notices required to be given under this Agreement shall be in writing, addressed to the Parties as follows: Company Name: Address: Address: Tel: Fax: Tel: Fax: Email: Email: Contact: Designation: Contact: Designation: All notices shall be delivered by hand, registered post, overnight courier or sent by facsimile or email. Unless proved to be the contrary by the recipient, all notices shall be deemed to have been received when delivered (if delivered by hand or overnight courier) or on the date on which they would be received in the normal course of posting (if posted) or when the proper answer back code or confirmation is received by the sender (if sent by facsimile or email). IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date set forth above. ___________________ Name: Title: Manager Signature: _________________________ Stamp: ___________________ Name: Title: Manager Signature: _________________________ Stamp:

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