Non Disclosure Agreement

Background

A. The Parties wish to hold discussions and to disclose Confidential Information to each other only for the Permitted Purpose.

B. In consideration of the Disclosing Party disclosing Confidential Information to the Receiving Party and agreeing to discuss issues relating to the Permitted Purpose with the Receiving Party, and the Receiving Party agreeing to keep the Confidential Information confidential and discussing issues relating to the Permitted Purpose with the Disclosing Party, the Parties have agreed to undertake the obligations set out in this Agreement.

C. The Parties have agreed to disclose and receive that Confidential Information on the terms and conditions of this Agreement.

Terms and Conditions

1 Definitions and interpretation
1.1 Definitions

In this Agreement, the following words and phrases have the following meanings (unless the context otherwise requires):

Business Days means any day other than a Saturday, Sunday or public holiday in the Jurisdiction. Confidential Information means information that:

1. (a)  is by its nature confidential;
2. (b)  is designated by the Disclosing Party as confidential; or
3. (c)  the Receiving Party knows or ought to reasonably have known is confidential in nature; and includes all information, which relates to the Permitted Purpose, whether in a Document or provided orally, but does not include information which:
4. (d)  is or becomes public knowledge other than by breach of this Agreement or by any other unlawful means;
5. (e)  is in the possession of the Party without restriction in relation to disclosure before the date of receipt from the other Party;
6. (f)  is by law or the rules of any stock exchange required to be disclosed by the Recipient; or
7. (g)  has been independently developed, gained or acquired by the recipient without anyreference to the Confidential Information.

Mutual Confidential (Non-Disclosure) Agreement – Savant Security

Consequential Loss means any loss recoverable at law other than arising in the usual course of things and includes any consequential or economic loss including:

1. (a)  loss of anticipated or actual profits or revenue;
2. (b)  loss of production or use;
3. (c)  financial or holding costs;
4. (d)  loss or failure to realize any anticipated savings;
5. (e)  loss of business or business interruption;
6. (f)  loss or denial of business or commercial opportunity;
7. (g)  loss of or damage to goodwill, business reputation, future reputation or publicity;
8. (h)  downtime costs or wasted overheads; and
9. (i)  special, punitive or exemplary damages.

Disclosing Party means the Party to this Agreement that discloses any Confidential Information, directly or indirectly to the Receiving Party under or in anticipation of this Agreement.

Document includes:

1. (a)  any paper or other materials on which there is writing, marks, figures, symbols orperforations having a meaning for persons qualified to interpret them;
2. (b)  any article or material from which sounds, images or writing are capable of beingreproduced with or without the aid of any other article or device; and
3. (c)  information in a form of data, text, or images stored or communicated by means ofguided or unguided electromagnetic energy, or both.

Intellectual Property Rights includes all copyright and neighboring rights, all rights in relation to inventions and discoveries (including patent and utility model rights), plant varieties, registered and unregistered trademarks (including service marks), registered designs, Confidential Information (including trade secrets and know how) and circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields including applications for grant of any of these rights or other rights of a similar nature arising (or capable of arising) anywhere in the world.

Parties means both the Disclosing Party and the Receiving Party referred together.

Permitted Purpose means Recipient will use the Confidential Information only for the purpose of analyzing such information, so as to make an informed decision, as to complete his/ her private transaction to the best of his/ her ability. .

Receiving Party means the Party to this Agreement that receives Confidential Information directly or indirectly from the Disclosing Party.

Jurisdiction means International.

1.2 Interpretation

(a) In this Agreement unless specified to the contrary:

1. (i)  the singular includes the plural and vice versa;
2. (ii)  use of the word including and similar expressions are not, nor are they to beinterpreted as, words of limitation;

Mutual Confidential (Non-Disclosure) Agreement – Savant Security

3. (iii)  a reference to a person includes a natural person, a company or other entities recognized by law;
4. (iv)  a reference to writing includes any mode of reproducing words, figures or symbols in tangible and permanently visible form and includes electronic transmission; and
5. (v)  a reference to a party includes the party’s executors, administrators, successors and permitted assigns.

2. (b)  The language in all parts of this Agreement shall be in all cases construed in accordance with its fair and common meaning and not strictly for or against either of the Parties.
3. (c)  This Agreement is to be interpreted so that it complies with all applicable laws of theJurisdiction. If any provision does not comply then it must be read down so as to give it as much effect as possible. If it is not possible to give that provision any effect at all then it is to be severed from this Agreement and this Agreement is to be construed as if the severable portion did not exist. The remainder of this Agreement will continue to have full force and effect.
4. (d)  Any headings are for ease of reference only and do not affect the interpretation of this Agreement.

2 Confidentiality Obligations 2.1 Confidentiality

The Receiving Party:

1. (a)  acknowledges the confidential, sensitive, and proprietary nature of the ConfidentialInformation and that is valuable to the Disclosing Party; and
2. (b)  agrees to keep confidential, and not directly or indirectly divulge or communicate orotherwise disclose the Confidential Information, in whole or part, to any third party.

2. 2.2  Use of Confidential InformationThe Receiving Party must not:
   1. (a)  use any of the Confidential Information for any purpose other than the PermittedPurpose;
   2. (b)  exploit the Confidential Information for its own benefit, for the benefit of any otherperson or for any other purpose, or allow any other person to do so without the prior written consent of the Disclosing Party (which may be withheld in its absolute discretion);
   3. (c)  use any of the Confidential Information in a manner or for a purpose detrimental to the Disclosing Party or its related bodies corporate (if any); or
   4. (d)  use any Confidential Information that has been returned to the Disclosing Party under clause 3 of this Agreement (unless express permission is granted in writing by the Disclosing Party to continue use that Confidential Information).
3. 2.3  Protection of Confidential InformationThe Receiving Party must;
   1. (a)  keep effective control of all Confidential Information received under or in connectionwith this Agreement;
   2. (b)  take all precautions that are reasonably necessary to prevent any theft, loss orunauthorized use or disclosure of that Confidential Information; and

Mutual Confidential (Non-Disclosure) Agreement – Savant Security

(c) promptly inform the Disclosing Party of any suspected or actual unauthorized use or disclosure of the Disclosing Party’s Confidential Information.

2.4 Authorized Recipients

3. (a)  The Receiving Party may disclose the Confidential Information to its directors, officers, agents, employees, advisers, and financiers on a strictly “need to know” basis provided that:
   1. (i)  The Receiving Party ensures that these persons are under equivalent obligationsof confidence to the Receiving Party as provided in this Agreement; and
   2. (ii)  The Receiving Party ensures compliance by these persons with the terms andconditions of this Agreement which impose any obligation on the ReceivingParty, as if those persons were a party to this Agreement.
4. (b)  A breach of such a term or condition by such a person shall be regarded as a breach ofthis Agreement by the Receiving Party.
5. 3  Return of Confidential InformationUpon the written request of the Disclosing Party, the Receiving Party must promptly return (or procure the return of) to the Disclosing Party the following (or, if any of the following is incapable of being returned, irretrievably destroy or delete and certify in writing that it has been so destroyed or deleted):
   1. (a)  the Confidential Information of the Disclosing Party; and
   2. (b)  all copies, extracts, summaries, notes and records in whatever form (including, withoutlimitation, any electronic records or any unwritten form) of the whole or any part of the Confidential Information of the Disclosing Party.
6. 4  Intellectual Property RightsThe Receiving Party acknowledges that there is no transfer or license to it or any third party of any Intellectual Property Rights in and to, or arising from, any Confidential Information disclosed under or in connection with this Agreement.
7. 5  AcknowledgementsThe Receiving Party acknowledges that:
   1. (a)  a breach of any of the Receiving Party’s’ obligations under this Agreement may result inthe Disclosing Party suffering loss and damage including, without limitation to,Consequential Loss, and may cause irreparable damage to the Disclosing Party; and
   2. (b)  in the event of a breach, or threatened or anticipated breach of this Agreement:
      1. (i)  damages alone will not be an inadequate remedy for the Disclosing Party; and
      2. (ii)  that the Disclosing Party is entitled to seek an interim, interlocutory orpermanent legal injunction restraining the Receiving Party, without showing or proving any actual loss or damages sustained by the Disclosing Party. With proof of disclosure, full legal recourse will be fiercely pursued.
8. 6  *Duration of Obligations
   *The obligations imposed by this Agreement continue indefinitely.
9. 7  Notices

Mutual Confidential (Non-Disclosure) Agreement – Savant Security

1. (a)  Any notice to be given to one party by another under this agreement:
   1. (i)  must be in legible writing, in English and addressed to the intended recipient;and
   2. (ii)  must be delivered to the recipient in person or by courier hand delivery, byprepaid ordinary post, by facsimile or by email; and
   3. (iii)  must be signed by an authorized officer of the party giving or making it, or (onits behalf) by any solicitor, director, secretary or authorized agent of that party,or acknowledged by the recipient by email reply.
2. (b)  A notice is regarded as being given by the sender and received by the recipient:
   1. (i)  if by delivery in person, when delivered to the recipient;
   2. (ii)  if by post, three Business Days from and including the date of postage;
   3. (iii)  if by facsimile transmission, whether or not legibly received, when the machinefrom which the facsimile is sent generates a transmission report confirming thatall pages of the notice have been sent to the recipient’s facsimile number; or
   4. (iv)  if by email, immediately unless sender receives an automated reply that the email was not delivered by reason of the address being invalid or otherwise.
3. (c)  If a notice is received on a day which is not a Business Day or after 5:00pm on a Business Day, that notice is regarded as received 9:00am on the following Business Day.

8. 8  TerminationIf the Receiving Party breaches this Agreement, the Disclosing Party may terminate this Agreement by providing written notice in accordance with clause 7 to the Receiving Party. Upon termination of the Agreement under this clause:
   1. (a)  The Receiving Party must destroy or deliver to the Disclosing Party any ConfidentialInformation that was made available to the Receiving Party under or in anticipation ofthis Agreement; and
   2. (b)  *Rights accrued by the Parties under Intellectual Property Rights (clause 4), andAcknowledgments (clause 5) of this Agreement survives termination and is enforceable against the Receiving Party notwithstanding termination.
9. 9  General Conditions

9.1 Date of provision of Confidential Information

*This Agreement binds the Receiving Party in respect of any and all Confidential Information provided by the Disclosing Party to the Receiving Party, whether the Confidential Information was provided to the Receiving Party prior to or after the date of this Agreement.

9.2 Non-Merger of Provisions

A provision of this Agreement which can and is intended to operate after its conclusion will remain in full force and effect.

9.3 No Exclusion of Law or Equity

This Agreement will not be construed to exclude the operation of any principle of law or equity intended to protect or preserve the confidentiality of any Confidential Information.

9.4 Waiver

Mutual Confidential (Non-Disclosure) Agreement – Savant Security

1. (a)  A single or partial exercise or waiver of a right relating to this Agreement will not prevent any other exercise of that right or the exercise of any other right.
2. (b)  A party will not be liable for any loss, cost or expense of any other party caused orcontributed to by any waiver, exercise, attempted exercise or failure to exercise, or anydelay in the exercise of, a right.
3. (c)  A right expressed under this Agreement may only be waived by a party in writing andcommunicated to the other party to the extent that is expressly set out in that waiver.

9.5 No Amendments without Agreement

This Agreement may not be modified, discharged or abandoned unless by a document signed by all the parties.

9.6 Agreement in Entirety

The Parties agree that this Agreement contains the entire agreement between the Parties and supersedes any prior written agreements in existence (whether in writing or otherwise).

9.7 Jurisdiction

This Agreement is to be governed by and construed in accordance with all applicable laws in force in the Jurisdiction from time to time, and the Parties submit to the non-exclusive jurisdiction of the courts of the Jurisdiction.