MUTUAL CONFIDENTIALITY & NON-

DISCLOSURE AGREEMENT
This Mutual Non-disclosure and Confidentiality Agreement (the "Agreement") is made by and
between Purelogics LLC and Client Name.

PureLogics and Client are sometimes collectively referred to herein as the "Parties" and individually as a
“Party”. A Party includes the entity named herein, its successors and assigns, any of its present or future
corporate parents, subsidiaries, and organizations controlled by, controlling or under common control with
such Party.

Each of the Parties may be the “Disclosing Party” and the other party will be deemed to be the
“Receiving Party”

RECITALS

A. PureLogics is in the business of software solution development, and marketing, amongst other things
(“PureLogics Services”).

B. The client wishes to discuss with PureLogics the Client's projects.

C. In connection with the evaluation and/or pursuit of a mutually beneficial business opportunity or
relationship (the “Purpose”), each Party hereto may disclose to the other certain non-public and
proprietary information relating to their respective technologies, operations, and businesses.

D. The Parties wish to preserve confidentiality and prevent the unauthorized disclosure and use of any such
non-public and proprietary information disclosed to the other hereunder.

THEREFORE, it is agreed as follows:

1. Confidential Information: As used herein, the term “Confidential Information” shall mean all non-
public information disclosed hereunder, whether written or oral, that is designated as confidential or
that, given the nature of the information or the circumstances surrounding its disclosure, reasonably
should be considered as confidential. Confidential Information shall include, but not be limited to
research and development activities, methods, technology, vendors, computer hardware and software,
products, designs, drawings, trade secrets, inventions (discoveries, concepts and ideas, whether
patentable or not, including but not limited to processes, methods, formulas, and techniques as well as
improvements thereon), data, including personal data and technical data, knowhow, financial papers
and statements, customer lists, business partners, business affiliates, alliances, target customers, and
information regarding operating procedures, pricing methods, marketing strategies, customer relations,
future plans and other information deemed proprietary or confidential by the Disclosing Party, and all
record-bearing media containing or disclosing such information.
2. Non-Disclosure: As a condition to receiving the Confidential Information which the Disclosing Party
may furnish to the Receiving Party or to which the Receiving Party is afforded access, directly or
indirectly, the Receiving Party shall not directly or indirectly, at any time, without the prior written
consent of the Disclosing Party, use or disclose the Confidential Information (including the identity of
the Disclosing Party) or any part thereof to any third party or in a manner detrimental to the
Disclosing Party or for any use other than necessary for the Purpose, as defined by the Client.

3. Exclusions to Confidential Information: The term Confidential Information does not include
information which:

a. has been or becomes published and publicly available or is now, or in the future, in the public
domain without breach of this Agreement or breach of a similar agreement by a third party;
b. prior to disclosure hereunder, is property within the legitimate possession of the Receiving
Party which can be verified by independent evidence;
c. subsequent to disclosure hereunder, is lawfully received from a third party having rights therein
without restriction of third-party's or the Receiving Party's rights to disseminate the information
and without notice of any restriction against its further disclosure;

d. is independently developed by the Receiving Party through persons who have not had, either
directly or indirectly, access to or knowledge of such Confidential Information which can be
verified by independent evidence;
e. is disclosed pursuant to a requirement of a governmental entity or the disclosure of which is
required by law.

4. Disclosure pursuant to regulatory requirements: If Receiving Party is requested by a governmental

entity or any third party to disclose any Confidential Information, it will promptly notify Disclosing
Party to permit Disclosing Party to seek a protective order or take other appropriate action. Receiving
Party will also cooperate in Disclosing Party's efforts to obtain a protective order or other reasonable
assurance that confidential treatment will be afforded the Confidential Information. If, in the absence
of a protective order, Receiving Party, in the written opinion of its counsel addressed to Disclosing
Party, is compelled as a matter of law to disclose the Confidential Information, it may disclose to the
party compelling the disclosure only the part of the Confidential Information as is required by law to
be disclosed (in which case, prior to such disclosure, Receiving Party will advise and consult with
Disclosing Party and its counsel as to such disclosure and the nature and wording of such disclosure)
and Receiving Party will use its best efforts to obtain confidential treatment therefor.

5. Permitted Disclosures: Confidential Information shall not, without the prior written consent of the
Disclosing Party, be disclosed to any person or entity other than employees or agents of Receiving Party
who need to know the Confidential Information and in those instances, only to evaluate the Purpose. The
Receiving Party shall ensure that all such entities and, personnel comply with the terms of this
Agreement. The Receiving Party shall be responsible for any breach of this Agreement, including its
employees, subcontractors, and/or subsidiaries in the US or anywhere on the planet to whom the
Receiving Party has disclosed the
 Confidential Information.

6. Protection of Confidential Information: Receiving Party agrees to and shall take all necessary steps
to protect the confidentiality of the Confidential Information, including without limitation, limiting
access to the Confidential Information, maintaining the Confidential Information in a secure location,
assuring and confirming the return of copies of the Confidential Information from any recipients of
the Confidential Information upon completion of such recipients' activities relating to the evaluation
of the Confidential Information as much care as it would for its internal information, provided that the
standard of care in this case shall not be any less stringent than a reasonable standard of care. The
Receiving Party shall notify the Disclosing Party immediately, and cooperate with the Disclosing
Party, upon Receiving Party's discovery of any loss or compromise of the Confidential Information.
Recipient is prohibited from decompiling, disassembling, reverse engineering or otherwise or
otherwise attempt to derive the human readable, source code version of the Disclosing Party's
Confidential Information.

7. No Rights granted: Receiving Party acknowledges that the Confidential Information is the exclusive
property of and belongs solely to the Disclosing Party and shall not claim otherwise for any purpose. This
Agreement and the right granted to Receiving Party under this Agreement to evaluate the Confidential
Information does not convey or grant to Receiving Party, or imply any current or future assignment,
license, or any other transfer of rights in, to, or under the Confidential Information or any other patent,
trademark, copyright, or any other intellectual property rights of Disclosing Party.

8. Return or Destruction of Confidential Information: Receiving Party agrees to return to the

Disclosing Party, destroy and/or permanently delete, at Disclosing Party's discretion, and certify in
writing its destruction, permanent deletion and/or return, all written, tangible or otherwise accessible
material in any form (including electronic media such as computer diskettes, CD-ROM, electronic
copies or any material resident in the hard or external drive of any computer) containing or reflecting
any Confidential Information (including all copies, summaries, excerpts, extracts or other
reproductions) promptly following the Disclosing Party's request. The destruction of Confidential
Information does not release Receiving Party from its obligations under this Agreement, regardless
of whether the Client goes ahead with the project or not.

9. No obligation to disclose: Nothing in this Agreement shall impose any obligation upon either Party
to consummate a transaction, to enter into any discussion or negotiations with respect thereto, or to
take any other action not expressly agreed to herein. Neither Party shall have any obligation to the
other for any action such other Party may take or refrain from taking based on or otherwise
attributable to any information (whether or not constituting Confidential Information) furnished to
such other Party hereunder.

10. Term of Agreement: This Agreement shall come into force on the Effective Date of this Agreement
and be valid only if signed by the Client. This Agreement is intended to cover Confidential Information
received by Receiving Party both on and subsequent to the date hereof, unless extended by mutual written
 consent of both Parties hereto this Agreement shall expire one (1) year from the Effective Date, provided,
however, that the Receiving Party's obligations with respect to the

Confidential Information shall survive in perpetuity unless otherwise agreed to in writing by

the Disclosing Party.

11. Indemnity: The Receiving Party shall indemnify and hold harmless the Disclosing Party against all
losses, damages, costs or expenses which the Disclosing Party incurs or may incur as a result of
unauthorized disclosure or use of the Confidential Information.

12. Remedy for Breach: In addition to any other rights and remedies available to Disclosing Party
hereunder or at law, Receiving Party acknowledges and agrees that due to the nature of the
Confidential Information its confidentiality obligations to Disclosing Party hereunder are of a unique
character and agrees that any breach of such obligations will result in irreparable and continuing
damage to Disclosing Party for which there will be no adequate remedy in damages. Notwithstanding
anything to the contrary in this Agreement, Disclosing Party will be authorized and entitled to obtain
injunctive relief, without the necessity of posting a bond even if otherwise normally required, and/or a
decree for specific performance, and such further relief as may be proper from a court with competent
jurisdiction.

13. No Warranty: Disclosing Party makes no representation or warranty as to the accuracy or

completeness of the Confidential Information and that such information is provided "AS IS”.
Receiving Party agrees that Disclosing Party and its employees and agents shall have no liability to
Receiving Party resulting from any use of the Confidential Information. Each party agrees to make its
own assessment of the Confidential Information and satisfy itself as to the accuracy and completeness
of that Confidential Information. The providing of the Confidential Information to Receiving Party
pursuant to this Agreement shall not constitute any representation, warranty, assurance, guarantee or
inducement by Disclosing Party to Receiving Party of any kind, and in particular, with respect to the
nonn-infringement of patents, trademarks, copyrights or any other intellectual property rights or other
rights of “any third party” .

14. Entire Agreement: This Agreement constitutes the entire understanding between the Parties hereto and
supersedes all previous communications, representations, and understanding, oral or written, between the
Parties with respect to the subject matter of this Agreement. This Agreement may not be assigned or
transferred by a Party, either by contract or by law, without the prior written consent of the other Party,
which consent shall be at the other Part's sole and absolute discretion. This Agreement shall inure to the
benefit of the respective Parties, their legal representatives, successors, and assigns.

15. No Publicity: Neither Party hereto shall in any way or in any form disclose, publicize or advertise in any
manner the discussions that give rise to this Agreement or the discussions or negotiations covered by
this Agreement or the contents of or the Parties to this Agreement without the prior written consent of
the other Party.

16. Notices: Any notice in connection with this Agreement shall be deemed to be delivered to the other
Party one business day after being sent by email; three business days after being sent by certified or
registered mail, return receipt requested; one business day after being sent by overnight courier; upon
 delivery if hand delivered; and upon confirmation of receipt if by facsimile to the Receiving
Party's last known address or to such other address as requested by either Party by notice delivered
in accordance with this provision. All notices need to be accompanied by email.

17. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of
United States without regard to choice of law rules or conflict of law rules. The Parties hereby waive
any and all rights that they may have to challenge the jurisdiction of such courts with respect to
adjudicating all disputes relating to this Agreement.

18. No Waiver: No failure or delay by a Party in enforcing any right, power, or privilege created hereunder
shall operate as an implied waiver thereof, nor shall any single or partial enforcement thereof preclude
any other or further enforcement thereof or the enforcement of any other right, power, or privilege.

19. Validity of Provisions: If any provision of this Agreement is illegal or unenforceable, its invalidity
shall not affect the other provisions of this Agreement that can be given effect without the invalid
provision. If any provision of this Agreement does not comply with any law, ordinance or
regulation, such provision to the extent possible shall be interpreted in such a manner to comply with
such law, ordinance or regulation, or if such interpretation is not possible, it shall be deemed to
satisfy the minimum requirements thereof.

20. Non-Solicitation: During the term of this Agreement, the PureLogics will not directly or indirectly,
on customer's own behalf or in the service or on behalf of others, in any capacity:

a. Solicit, divert, entice the business or patronage of Client' Customers (that Client did not
introduce to the PureLogics) for any other person or entity. This also applies after the
termination of this agreement.
b. Divert, entice, or otherwise take away the business or patronage of any of Client' Customer, or
attempt to do so.
c. Solicit or induce any of the Client' Customer to terminate or reduce its relationship with Client.
d. Solicit for employment or independent contract any Client' employee, partner, customer or
representative.

e. During (rules of this contract applies) and after ending of contract, the Purelogics can continue
work with old customers.

f. Purelogics will NOT directly or indirectly hire or work with Client' employees during the
agreement or until three years after the termination of agreement.

EXECUTED AS A DEED

Signatures Box here…