NON-DISCLOSURE AGREEMENT

DATE
[date]

PARTIES

1. Caroline Sarin Convair of Williams-Mordhauser Distributing, a company incorporated in Malta (registration number 554A9J21MTZ8X) having its registered office at 82nd Avenida Pío Baroja, Malta City, Planet Malta, a partnership established under the laws of Malta having its principal place of business at Warehouse 31, Complex B12, Sublevel J, Planet Pittsburgh (the Disclosor) and

2.____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ (the Recipient)

Please state your name and address if a private individual, else name, company affiliation (incl. country of origin, registry, primary corporate office address, and primary corporate business address).



AGREEMENT

1. Definitions
1.1 Except to the extent expressly provided otherwise, in this Agreement:
"Agreement" means this agreement, and any amendments to this agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in Sirius;
"Disclosor Confidential Information" means:
(a) any information disclosed by (or on behalf of) the Disclosor to the Recipient at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked as "confidential"; or
(ii) should have been reasonably understood by the Recipient to be confidential;
(b) the terms of this agreement;
"Effective Date" means [date supplied at the top of this document]
"Permitted Purpose" means the examination, deliberation, and clarification required to reach an informed decision in matters pertaining to business with Williams-Mordhauser and no other party;
"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2.

2. Credit
2.1 This document was created using a template from SEQ Legal (http://www.seqlegal.com).

3. Term
3.1 This Agreement shall come into force upon the Effective Date.

3.2 This Agreement shall continue in force indefinitely.

4. Recipient's confidentiality obligations
4.1 The Recipient must:
(a) keep the Disclosor Confidential Information strictly confidential;
(b) not disclose the Disclosor Confidential Information to any person without the Disclosor's prior written consent, and then only under conditions of confidentiality approved in writing by the Disclosor;
© use the same degree of care to protect the confidentiality of the Disclosor Confidential Information as the Recipient uses to protect the Recipient's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Disclosor Confidential Information; and
(e) not use any of the Disclosor Confidential Information for any purpose other than the Permitted Purpose.

4.2 Notwithstanding Clause 4.1, the Recipient may disclose the Disclosor Confidential Information to the Recipient's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Disclosor Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Disclosor Confidential Information.

4.3 This Clause 4 imposes no obligations upon the Recipient with respect to Disclosor Confidential Information that:
(a) is known to the Recipient before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Recipient; or
© is obtained by the Recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of an obligation of confidentiality.

4.4 Upon the termination of this Agreement, the Recipient must immediately cease to use the Disclosor Confidential Information.

4.5 Following the termination of this Agreement, and within 5 Business Days following the date of receipt of a written request from the Disclosor, the Recipient must destroy or return to the Disclosor (at the Disclosor's option) all media containing Disclosor Confidential Information, and must irrevocably delete the Disclosor Confidential Information from its computer systems.

4.6 The provisions of this Clause 4 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have

5. Warranties
5.1 The Disclosor warrants to the Recipient that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

5.2 The Recipient warrants to the Disclosor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

5.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related

6. Termination
6.1 Either party may terminate this Agreement by giving at least 7 Business Days' written notice of termination to the other part.

7. Effects of termination
7.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4, 7 and 8.

7.2 The termination of this Agreement shall not affect the accrued rights of either party.

8. General
8.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

8.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

8.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

8.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

8.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

8.6 Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.

8.7 Subject to Clause 8.6, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

8.8 This Agreement shall be governed by and construed in accordance with Maltese law.

8.9 The courts of Malta shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.



EXECUTION
The parties have indicated their acceptance of this Agreement by executing it below.
SIGNED BY Donovan D. Davidson on [date], duly authorized for and on behalf of the Disclosor:
Donovan
SIGNED BY _______________ on ____________, the Recipient:
________________________________________

Please provide your name and the date of signing, and sign on the dotted line.