Recital: 
(a)    The Recipient has requested that BL & Bocca Legal make available to the Recipient certain information relating to the business of Company for the Relevant Purpose.                 
(b)    BL & Bocca Legal may disclose the Company’s Confidential Information to the Recipient 
(c)    If BL & Bocca Legal discloses the Company’s Confidential Information to the Recipient, it will do so on the condition that the Recipient keeps all of such Confidential Information strictly confidential and will otherwise be provided on the terms and conditions of this Agreement.
 

In this Agreement 
“Confidential Information” means the proprietary and confidential non-public data or information of the Company, whether furnished before or after the date hereof, in whatever form transmitted, relating to past, present or future business affairs, which is of tangible or intangible value to the Company and is not generally known or available to the Company’s competitors but is known only to the Company and those of its Representatives to whom it must be confided in order to apply it to the intended uses, including, without limitation, information regarding research, development, equipment, operations or systems, customers or prospective customers, marketing methods, business plans and/or rates, disclosed by Company to the Recipient.  In addition, the definition of “Confidential Information” shall include 
(i)    all analyses, compilations, data, studies or other documents containing or based on any Confidential Information prepared by the recipient thereof, and                                                   
(ii)   those items specifically identified as “Trade Secrets” below.  Confidential Information does not include information that:                                                                                                     
(a)    became generally available to the public other than as a result of any action by the Recipient             
(b)    was known to the Recipient on a non-confidential basis before disclosure to the recipient by the disclosing party; or                                                                                                             
(c)    became available to the Recipient on non-confidential basis from another source entitled to make that disclosure;                                                                                                                   
“Company” means a person, investment opportunity or business referred to the investor by BL & Bocca Legal                                                                                                                                 
“Recipient” means 'You' the Investor, a director, officer, employee agent, consultant, advisor or such other person, entity or Related Body Corporate of the Investor.
“Relevant Purpose” means for the purpose of considering whether to make an investment in Company.     
Trade Secret(s)” means that information which constitutes trade secrets, as defined by applicable law and including, without  limitation, confidential computer programs, know how, designs, processes, procedures, equipment, data, reports, product specifications, formulas, improvements, online terminal designs, and knowledge of the existence of any existing or proposed contracts with third parties, whether copyrightable or not.
 

The Recipient must keep the Confidential Information confidential and ensure that the Confidential Information is not disclosed without Company’s prior written consent or as expressly authorised in this Agreement.  
 

The Recipient must take all reasonable steps necessary in order to safeguard the confidentiality of the Confidential Information.
 

The Recipient must not use the Confidential Information for any purpose other than the Relevant Purpose. 
 

The Recipient may disclose the Confidential Information only to its officers, employees, agents, directors, consultants, co-investors, subsidiaries or advisers (collectively, “Representatives”) who: 
(a)    are necessary to enable the performance of the Relevant Purpose. 
(b)    are advised of the confidential nature of the Confidential Information; and
(c)  agree to act in accordance with the terms of this Agreement, provided that any independent consultants, co-investors or advisors must sign a counterpart to this Agreement in the form of that attached to this Agreement.
 

 The Recipient may only make such copies of or take extracts from the Confidential Information as are necessary for the performance of the Relevant Purpose.
 

The Recipient acknowledges that it is aware that any breach of the provisions of this Agreement may result in Company suffering loss or damage and accordingly the Recipient indemnifies Company against all such damages or losses that Company may sustain or incur or be liable for whether directly or indirectly in respect of or as a result of:
(a)    any breach by the Recipient of the provisions of this Agreement; or.
(b)    any act or omission by any Representatives of the Recipient which, if done or omitted to be done by the Recipient would be a breach of obligations under provisions of this Agreement
 

If:
(a)    the Recipient or any of its Representatives are required by law, court order, regulation or a regulatory body to disclose all or any part of the Confidential Information; or.
(b)    the Recipient anticipates or has cause to anticipate that it or any of its Representatives may be so required the Recipient, to the extent legally permitted, must as soon as possible:
(c)    notify Company of such actual or anticipated requirement
(d)    take all reasonable measures available, if required by and at the cost of Company, to oppose or restrict such disclosure, or to make disclosure on terms which preserve as far as possible the confidentiality of the Confidential Information; a
(e)    take such steps as will permit Company to have a reasonable opportunity to oppose or to restrict such disclosure by lawful means. In any event, the Recipient must only disclose the minimum Confidential Information required to comply with the law, court order, regulations or regulatory body.
 

The Recipient must:
(a)    notify Company immediately if it becomes aware of a suspected or actual breach of the provisions of this Agreement by it or any of its Representatives, an
(b)    take all steps, at its own expense, required to prevent or stop the suspected or actual breach
 

If:
(a)    the Recipient decides not to make an investment in Company
(b)  Company notifies the Recipient that Company will not accept an investment from Recipient; or
(c)    Company requests of the Recipient in writing
the Recipient shall destroy or return (to the extent technically practical) to Company all written or descriptive materials of any kind that contain or discuss any Confidential Information. 

Notwithstanding the above, Recipient may retain any such Confidential Information in order to comply with any applicable law, rule, or regulation or its internal compliance policy, provided that, any such retained Confidential Information shall continue to be subject to the terms of this Agreement.
 

The consideration for the covenants and agreements of Recipient and Company contained in this Agreement shall be the Recipient’s right to review the Confidential Information and to participate in the Relevant Purpose, which the parties acknowledge and agree shall constitute sufficient and adequate consideration.
 

The Recipient acknowledges that damages may not be sufficient remedy for Company for any breach of the provisions of this Agreement and accordingly Company is entitled to seek specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by it, in addition to any other remedies available to Company at law or in equity.
 

Recipient’s obligations under this Agreement with respect to Confidential Information that does not include or comprise Trade Secrets shall terminate three years after the date hereof. Recipient’s obligations with regard to each item of information or data constituting a Trade Secret, shall apply for as long such item continues to constitute a trade secret under applicable law.
 

This Agreement is governed by the law of the Recipient’s country of permanent residence.
 

The parties irrevocably submit to the exclusive jurisdiction of the Court of the Recipient’s country of permanent residence and the courts of appeal from them.
 

No party may object to the jurisdiction of any of those courts on the ground that it is an inconvenient forum or that it does not have jurisdiction.
 

The Recipient is responsibility to verify and confirm all information supplied and agree not to hold the Company and/or its authorised personnel responsible for its accuracy, liability, or loss suffered by Recipient in relation to the information contained in any business profile or confidential material.
 

This Agreement may be executed in any number of counterparts.  A counterpart may be a facsimile.  Together all counterparts comprise one document