You are required to read, understand and accept the below mentioned terms of this Mutual Non-disclosure agreement. Upon your acceptance and by providing the required details below you shall enter into a legally binding agreement with Rupiz Media. Rupiz Media reserves the right to accept or reject this Non-disclosure agreement submitted by You with or without assigning any reason and You shall have no right to object to the same.

RECITALS:

A)Whereas both parties wish to co-operate with regard to jointly developing business possibilities.

B)Whereas in order to facilitate such potential business communications, certain confidential information relating to the project in question may be disclosed between the parties, only in writing and specifically marked as “CONFIDENTIAL”;

C)The party disclosing confidential information shall hereinafter be referred to as the “Disclosing party” and the party receiving such confidential information shall be referred to as the “Receiving party”.

Therefore, both the parties agree as follows:

1. OBLIGATION OF CONFIDENTIALITY

1.1 The parties are willing to disclose the confidential information to each other on the condition that the confidential information is neither disclosed to any third-party nor used in any manner, except as set out below or expressly agreed otherwise in writing between the parties;

1.2 The Receiving Party shall hold the confidential Information in strict confidence and shall take all reasonable precautions to protect such Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials),

1.3 The Receiving Party shall immediately advise the Owner, of any unauthorized disclosure, misappropriation or misuse by any person of any confidential information, immediately upon the Receiving Party having knowledge of the same.

1.4 The Receiving Party shall hold the Disclosing Party's Information confidential to itself and restrict access thereto to such of its Directors, employees, officers, agents, consultants, affiliates, assigns, group companies who need to know it for the purpose authorised by the Disclosing Party;

1.5 The obligations of Recipient herein shall be effective one year from the date Disclosing Party last discloses any Confidential Information to Recipient pursuant to this Agreement.

1.6 All Confidential Information shall remain the Disclosing Party’s property. Such instruments shall be promptly returned by the Receiving Party upon the Disclosing Party’s request.

1.7 The Receiving Party agrees that it shall promptly and immediately return to the Disclosing Party or destroy any or such confidential information upon first request by the Disclosing Party at any time.

2. EXCEPTIONS:

Notwithstanding any other provision of this agreement, Information received by either Party under this Agreement will not be considered confidential if the information:

(a) is not written and is not marked as "Confidential";

(b) is known to the other Party or is in the other Party's possession at the time of executing this Agreement;

(c) is in the public domain at the time of disclosure;

(d) is independently developed by the other Party; or

(e) is disclosed to the other Party by a third party with written approval of the first Party.

(f) is disclosed to the other party by the third party legally entitled to make such disclosure without violation of any obligation of confidentiality

(g) is required to be disclosed by law but in such event, only to the extent required to be disclosed and only after the written notification to the disclosing party so as to provide the disclosing party with an opportunity to seek a protective order to protect its confidential information.

3. DISCLOSURE DUE TO COURT ORDER/ GOVERNMENTAL ACTION

The Receiving Party may make disclosures required by law or court order or pursuant to government action provided the Receiving Party uses diligent reasonable efforts to limit such disclosure and has given opportunity to the Disclosing Party to seek a protective order.

4 MISCELLANEOUS PROVISIONS

4.1 This Agreement shall not be construed as creating or implying on the Disclosing Party or their affiliates, neither an obligation to disclose confidential information to the Receiving party nor an obligation to enter into any other agreement or arrangement with each other.

4.2 Any amendment to this agreement shall be agreed in writing by both parties and shall have reference to this agreement.

4.3 This agreement is neither a commitment by either party to enter into any transaction or business relationship, nor is an inducement for either party to spend funds or resources.

4.4 In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be stated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.

4.5 Nothing contained in this agreement shall be construed as transferring, by license or otherwise, any rights of the Owner, such as patent rights, copyrights or other intellectual property rights in respect of any confidential information.

5 GOVERNING LAW

This Agreement shall be governed by, and construed and implemented in all respects in accordance with, English laws. All actions or proceedings arising out of or in connection with this Agreement shall be brought exclusively before the courts of London.