MUTUAL NON-DISCLOSURE AND NON-CIRCUMVENTION OF CONFIDENTIAL INFORMATION AGREEMENT

This MUTUAL NON-DISCLOSURE and NON-CIRCUMVENTION AGREEMENT (the Agreement) between SOT Corporate (ABN: 89 617 595 212) and The individual completing (ABN: or Individual), hereinafter referred to as the ‘PARTIES’.

The PARTIES hereto desire to enter into preliminary discussions for the purpose of evaluation of a business idea. The discussions may lead to a business contract concerning supplies, services and/or sale of products or parts thereof. In the course of such discussions it will be necessary for the parties to disclose to each other certain information, which they deem to be confidential ("CONFIDENTIAL INFORMATION") for purposes of evaluation the desirability of entry into such business contract.

The CONFIDENTIAL INFORMATION may include, without limitation, business plans, financial data, technical data, and other items pertaining to the above subject matter as may be necessary or desirable for such evaluation. To protect such CONFIDENTIAL INFORMATION the parties (the party disclosing the CONFIDENTIAL INFORMATION and the party receiving same are hereinafter called "DISCLOSER" and "RECIPIENT", respectively) agree as follows:

1. To be protected hereunder, CONFIDENTIAL INFORMATION must be disclosed in written or graphic form conspicuously labeled with the name of the DISCLOSER as CONFIDENTIAL INFORMATION, or disclosed aurally and be documented in detail, labeled as above, and submitted by DISCLOSER in written or graphic form to RECIPIENT within twenty (20) business days thereafter. Aural disclosures of a general or potential nature are exempt from being documented, labeled and submitted by DISCLOSER in written form.

2. RECIPIENT agrees to receive and hold all such CONFIDENTIAL INFORMATION acquired from DISCLOSER in strict confidence and to disclose same within its own organization only, and only to those of its employees who have agreed in writing (under RECIPIENT's own blanket or specific agreement form) to protect and preserve the confidentiality of such disclosures and who are designated by RECIPIENT to evaluate the CONFIDENTIAL INFORMATION for the aforementioned purposes. Without affecting the generality of the foregoing, RECIPIENT will exercise no less care to safeguard the CONFIDENTIAL INFORMATION acquired from DISCLOSER than RECIPIENT exercises in safeguarding its own confidential or proprietary information.

3. RECIPIENT agrees that it will not disclose or use CONFIDENTIAL INFORMATION acquired from DISCLOSER, in whole or in part, for any purposes other than those expressly permitted herein. Without affecting the generality of the foregoing, RECIPIENT agrees that it will not disclose any such CONFIDENTIAL INFORMATION to any third party, or use same for its own benefit or for the benefit of any third party.

4. The foregoing restrictions on RECIPIENT's disclosure and use of CONFIDENTIAL INFORMATION acquired from DISCLOSURE shall not apply to the extent of information (i) known to RECIPIENT prior to receipt from DISCLOSER (ii) of public knowledge without breach of RECIPIENT's obligations hereunder, (iii) rightfully acquired by RECIPIENT from a third party without restriction on disclosure or use, (iv) disclosed by DISCLOSER to a third party without restriction on disclosure or use, or (v) independently developed by RECIPIENT relies as relieving it of the restrictions hereunder on disclosure or use of such CONFIDENTIAL INFORMATION, and provided further that in the case of any of events (ii), (iii), (iv), and (v), the removal of restrictions shall be effective only from and after the date of occurrence of the applicable event.

5. The furnishing of CONFIDENTIAL INFORMATION hereunder shall not constitute or be construed as a grant of any express or implied license or other right, or a covenant not to sue or forbearance from any other right of action (except as to permitted activities hereunder), by DISCLOSER to RECIPIENT under any of DISCLOSER's patents or other intellectual property rights.

6. This Agreement shall commence as of the day and year first written above and shall continue with respect to any disclosures of CONFIDENTIAL INFORMATION by DISCLOSER to RECIPIENT within twelve (12) months thereafter, at the end of which time the Agreement shall expire, unless terminated earlier by either party at any time on ten (10) days prior written notice to the other party. Upon expiration or termination of this Agreement, RECIPIENT shall immediately cease any and all disclosures or uses of CONFIDENTIAL INFORMATION acquired from DISCLOSER (except to the extent relieved from restrictions pursuant to paragraph 4 above) and at DISCLOSER's request RECIPIENT shall promptly return all written, graphic and other tangible forms of the CONFIDENTIAL INFORMATION (including notes or other write-ups thereof made by RECIPIENT in connection with the disclosures by DISCLOSER) and all copies thereof made by RECIPIENT except one copy for record retention only.

7. The obligations of RECIPIENT respecting disclosure and use of CONFIDENTIAL INFORMATION acquired from DISCLOSER shall survive expiration or termination of this Agreement and shall continue for a period of three (3 years thereafter or, with respect to any applicable portion of the CONFIDENTIAL INFORMATION, until the effective date of any of the events recited in paragraph 4, whichever occurs first. After such time RECIPIENT shall be relieved of all such obligations.

8. In the event that the parties enter into a written contract concerning a business relationship of the type contemplated herein, the provisions of such contract concerning confidentiality of information shall supersede and prevail over any conflicting provisions of this Agreement. Each party acknowledges its acceptance of this Agreement by the signature below of its authorized officer on duplicate counterparts of the Agreement, one of which fully executed counterparts is to be retained by each party.