NGi Systems - Investor Interest
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Non-Disclosure Agreement
Non-Disclosure Agreement for Investment Evaluation

This agreement between NGI Systems & Solutions Limited (the "Disclosing Party") and the person or entity named above (the "Receiving Party") is effective from the moment this form is submitted. It is entered into to prevent the unauthorized disclosure of Confidential Information (as defined below) of the Disclosing Party which may be disclosed to the Receiving Party for the purpose of pursuing, negotiating or establishing an investment by the Receiving Party in the Disclosing Party. Accordingly, the parties agree as follows:

1. Confidential Information

Disclosing Party's confidential proprietary trade secret information ("Confidential Information") consists of information, data and materials that are valuable and not generally known by Disclosing Party's competitors. Confidential Information includes:

(a) Any and all information concerning Disclosing Party's current, future or proposed products and services, including, but not limited to, formulas, designs, devices, computer code, drawings, specifications, notebook entries, technical notes and graphs, computer printouts, technical memoranda and correspondence, product development agreements and related agreements.

(b) Information and materials relating to Disclosing Party's status and strategy regarding purchasing, financial, accounting, legal and marketing areas, including, but not limited to, marketing plans, terms and conditions of service, sales data, business methods, unpublished promotional material, employee and business partner information, cost and pricing information and customer lists.

(c) Information of the type described above which Disclosing Party obtained from another party and which Disclosing Party treats as confidential, whether or not owned or developed by Disclosing Party.

2. Non-Disclosure

Receiving Party will treat Confidential Information with the same degree of care and safeguards that it takes with its own Confidential Information, but in no event less than a reasonable degree of care. Without Disclosing Party's prior written consent, Receiving Party will not:

(a) disclose Confidential Information to any third party;

(b) make or permit to be made copies or other reproductions of Confidential Information; or

(c) make any commercial use of Confidential Information.

Receiving Party will carefully restrict access to Confidential Information to those of its collaborators, officers, directors and employees who are subject to non-disclosure restrictions at least as protective as those set forth in this Agreement and who clearly need such access to participate on Receiving Party's behalf in the analysis and negotiation of a business relationship or any contract or agreement with Disclosing Party.

Receiving Party will advise each collaborator, officer, director or employee to whom it provides access to any Confidential Information that they are prohibited from using it or disclosing it to others without Disclosing Party's prior written consent.

In addition, without prior written consent of Disclosing Party, Receiving Party shall not disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction or the status of such discussions or negotiations.

3. Return of Materials

Upon Disclosing Party's request, Receiving Party shall within 30 days return all original materials provided by Disclosing Party and any copies, notes or other documents in Receiving Party's possession pertaining to Confidential Information. In the case of electronic data, the return of materials request will require the Receiving Party to securely delete or ensure the secure deletion of all copies of data from the Disclosing Party from the IT systems they use regardless of whether or not those copies of data were created intentionally or otherwise.

4. Exclusions

This agreement does not apply to any information that:

(a) was in Receiving Party's possession or was known to Receiving Party, without an obligation to keep it confidential, before such information was disclosed to Receiving Party by Disclosing Party;

(b) is or becomes public knowledge through a source other than Receiving Party and through no fault of Receiving Party;

(c) is or becomes lawfully available to Receiving Party from a source other than Disclosing Party; or

(d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

5. Term

This Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until Confidential Information is no longer a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

6. No Rights Granted

This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in Confidential Information to Receiving Party.

7. Warranty

Disclosing Party warrants that it has the right to make the disclosures under this Agreement.

8. General Provisions

(a) Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

(b) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

(c) Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.

(d) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

(e) Injunctive Relief: Any misappropriation of Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore Receiving Party agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Disclosing Party deems appropriate. This right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party.

(f) Indemnity: Receiving Party agrees to indemnify Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by Disclosing Party as a result of Receiving Party's breach of this Agreement.

(g) Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.

(h) Governing Law. This Agreement shall be governed in accordance with the laws of England, United Kingdom.

(i) Jurisdiction. The parties consent to the exclusive jurisdiction and venue of the courts located in the City of London in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.

(j) Successors & Assigns. This Agreement shall bind each party's heirs, successors and assigns. Receiving Party may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Disclosing Party. Such consent shall not be unreasonably withheld. Any assignment or transfer in violation of this section shall be void.

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