PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR VIEWING ANY MATERIAL MARKED AS CONFIDENTIAL. BY CLICKING ON THE "I AGREE" BUTTON BELOW OR OTHERWISE ACCESSING THE INFORMATION YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT AND THE EXHIBITS BELOW. IF YOU DO NOT AGREE DO NOT CLICK ON THE "I AGREE" BUTTON BELOW, INSTALL, OR OTHERWISE VIEW THE INFORMATION.

THIS AGREEMENT is being made by the undersigned in my personal capacity and on behalf of any related companies, entities, affiliates or associates having an interest herein, and DealMaker Auto Xchange Ltd, an English company, its owners, assignees, successors and affiliates.

BACKGROUND

The parties wish to discuss certain items and information related to possible future co-operation or employment, business financing, acquisitions, partnerships, ideas, inventions, business systems, products, applications, software programmes, components, technologies and business methods (the "Concept") which the parties hereto consider highly confidential and proprietary.
 
        NOW THEREFORE, in consideration of the covenants and agreements set forth herein, the parties hereto, intending to be legally bound for a period of five years, or for as long as the information retains any commercial value, do hereby agree as follows:

1.      DEFINITIONS

1.1.            "Concept" shall mean all information relating to business acquisitions, ideas, inventions, business systems, products, programmes, components, technologies, business methods, unique business plans, applications and unique combinations of existing resources.

1.2.            "Confidential Information" shall mean all information provided by Disclosing Party with respect to the Concept regardless of whether it is written, oral, audio tapes, video tapes, computer discs, software programs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine readable documents. Confidential Information shall also include all information related to the Concept provided by Disclosing Party to Receiving Party prior to the signing of this agreement. Confidential Information shall not include any of the following:

(a)        such technical information in the public domain at the time of the disclosure, or subsequently comes within the public domain without any fault of the Receiving  Party;

(b)              such information or business plans which were already in the possession of Receiving Party at the time of disclosure and have been declared to Disclosing party within three days of receipt of initial Concept presentation. Such declaration shall have been accompanied by verifiable business records showing that such information was not acquired, directly or indirectly, from Disclosing Party; or

(c)               such technical information which Receiving Party acquired after the time of disclosure from a third party who did not require Receiving Party to hold the same in confidence and who did not acquire such technical information from Disclosing Party.

1.3             "Disclosing Party" shall mean the party disclosing information to the other relating to the Concept.

1.4.            "Receiving Party" shall mean the party receiving information from the other relating to the Concept.

2.      USE OF CONFIDENTIAL INFORMATION
       
                   The Receiving Party agrees to:

(a)               receive and maintain the Confidential Information in confidence;

(b)               examine the Confidential Information at its own expense;

(c)             not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party;

(d)                not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party;

(e)                 limit the internal dissemination of the Confidential Information and the internal disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have an essential need to know, have personally signed a copy of this agreement and have been approved in writing by Disclosing Party;

(f)                not use or utilize the confidential information without the express written consent of Disclosing Party.

(g)             not use the Confidential Information or any part thereof as a basis or inspiration for the design or creation of any business method, trading system, apparatus or device similar to any method, system, apparatus or device embodied in the Confidential Information unless expressly authorized in writing by Disclosing Party; and

(h)             not disclose to the news media or any other third party not bound by this agreement, it's interest in any method of doing business essentially similar to that described in the confidential information, unless expressly authorized in writing by Disclosing Party.
 
(i)                utilize their best efforts possible to protect and safeguard the Confidential Information from loss, theft, destruction, or the like.

(j)               provide written confirmation of receipt for all items received, and confirm receipt of all e-mail messages, immediately upon opening when an automated receipt notice has been sent, but in any event within 24 hours of opening.

3.      RETURN OF CONFIDENTIAL INFORMATION

All information shall remain the property of the Disclosing Party.  Receiving Party agrees to return all confidential information together with all copies thereof by recorded mail, and to use their best endeavours to permanently delete all confidential information stored on magnetic media, immediately upon written demand from Disclosing Party. Such mailing to be received by Disclosing Party not later than 7 days after said written demand. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. All Confidential Information which has been destroyed, as provided for herein may be subject to independent verification. An original signed Certificate of Return and Destruction, as per agreed format attached herewith, shall be promptly delivered to Disclosing Party.


4.      LATE FEES

In the event that either party fails to comply with their obligations under section 3 above then, in addition to any other remedies available, Disclosing Party shall be entitled to collect an administration fee equal to £10.00 sterling per day for any such obligations which are more than 7 days late, rising by £100 per day for each month that obligations remain outstanding.
 
5.      NON-ASSIGNABLE

This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns.


6.      GOVERNING LAW

This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with English law as provided for under section 11 below.

7.      NO LICENSE

Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right.


8.     BINDING NATURE OF AGREEMENT

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.
 

9.     PROVISIONS SEPARABLE

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.


10.   ENTIRE AGREEMENT

This Agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth.  No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced to writing and signed by them.


11.   DISPUTE RESOLUTION

In the event of a dispute arising from this agreement the parties agree that the dispute will be referred to HM Courts & Tribunal Service, (MCOL), and for claims falling within the jurisdiction or limits of the small claims track to use this channel; including consent to try the court appointed mediation service as the first procedure. To encourage cost effective dispute resolution the parties agree that they will not be represented by professional third party legal counsel unless the cumulative amounts in dispute exceed the equivalent of £100,000 sterling. Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from any court of competent jurisdiction against any improper disclosure of Confidential Information or any other act which could be reasonably anticipated to cause irreparable damage if not stopped immediately. The prevailing party shall be entitled to reasonable court costs and related expenses to be determined by the court.

CONFIRMATION OF AGREEMENT

I certify that I am duly authorized to enter into this agreement on behalf of all the members of my party and any required corporate resolutions are duly approved and will be entered in the official records of the company. I act both jointly and severally, as surety and co-principal debtor for the obligations of my parties. When requested I agree to deliver one original hand-signed copy of this agreement.
 
IN WITNESS WHEREOF, the parties below have executed this Agreement in their personal capacity and as duly authorized officers or representatives of any below named companies.

ELECTRONIC CONFIRMATION: By completing this form and clicking the "I Agree" button below I confirm agreement to abide by all the terms of this agreement, having the same binding effect as my usual signature.