NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made and effective from October 2009,

BETWEEN:     XPWORX (the "Developer"), a corporation organized and existing under the laws of Egypt, with its head office located at Cairo – Egypt.

AND:      Client Asks For Custom Programming (the "Client").

WHEREAS, Client is any of www.xpworx,com visitors who asks for custom software programming and provides certain information about the requested software; and

WHEREAS, the parties hereto are desirous of developing Software based on the information the Client provides to the Developer. This information including but not limited to the Request Form the Client fills, emails he sends, screen shots and phone calls, and therefore certain proprietary information may be transmitted to Developer.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, Developer and Client hereby agree as follows:

1. NO JOINT VENTURE

The parties hereto agree that this Agreement is for the purposes of protecting proprietary information only. This Agreement is not a joint venture or other such business arrangement; and any agreement between the parties as to joint business activities will be set forth in subsequent written agreements.

2. DEFINITION OF PROPRIETARY INFORMATION

The term Proprietary Information shall include all information and data furnished by Client to Developer, whether in written, graphic or machine-readable form, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, concepts, and ideas, except such information and data as the parties agree in writing is not proprietary or confidential. Information made available to the general public shall not be considered to be Proprietary Information.

3. NON-DISCLOSURE

Developer agrees to hold the Proprietary Information received in confidence and not to show or disclose it to any third parties. It will use reasonable means, not less than that used to protect its own proprietary information, to safeguard the Proprietary Information. it shall store the Proprietary Information in a safe place.

4. LIMITATION ON ACCESS

Developer shall limit the use of and access to the Proprietary Information to its bona fide employees whose use or access is necessary to effect the purposes of this Agreement, and shall notify each employee to whom disclosure is made that such disclosure is made in confidence and shall be kept in confidence, and shall enter into appropriate agreements with its employees to protect the confidentiality of the Proprietary Information, Developer shall be responsible for any use or disclosure of Proprietary Information by any of its employees or agents. Receiver will not show or otherwise disclose the contents of the Proprietary Information to independent contractors or consultants.

5. USE OF PROPRIETARY INFORMATION

The Proprietary Information shall be used by Developer for the sole purpose of evaluating the Software. it shall not be used in developing like Software either for internal or external use. Developer shall not make the Proprietary information available for use by or for the benefit of any other party, whether or not for consideration.

6. RETURN OF PROPRIETARY INFORMATION

Developer will return all Proprietary Information in written form, including any copies made; to Client upon the completion of Developer's develop of the Software or upon request of Client. The provisions of this Agreement shall remain in full force and effect for a period of two (2) years.

7. ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and with respect to the matter contained herein and supersedes all prior agreements or understandings. This Agreement shall not be modified except in writing.

 

DEVELOPER
Ahmed Soliman (aka Coder's Guru)
XPWORX Software Development Manager