This Non-Disclosure Agreement (“Agreement”) is entered into as of this date [insert date here] (the “Effective Date”) by and between Infinity Computers and Communications Company Limited (Infinity Computers, or Infinity Computers) with its offices and principle place of business located at Plot 6b Windsor Loop, Kitante, Kampala, Uganda (“Infinity Computers”), and

 (“other party”), of email: (“email of the other party”) and  phone number: (“phone number of the other party”)

(Infinity Computes and the other party  may be referred to individually as a “party” or collectively as the “parties”):

            WHEREAS, INFINITY COMPUTERS and the other party  possess confidential and/or proprietary information and technology concerning their hardware products, software products, services, marketing, business plans, customers, suppliers, strategies, prices, plans, roadmaps, and other technical and business information, including: several  proprietary systems that include various services which is, prior to the effective date are already in use with the necessary features and technical capabilities needed to offer multiple services;

            WHEREAS, the other party and Infinity Computers desire to exchange or provide access to their respective Confidential Information with a view of forging a possible business relationship between the parties; and

            WHEREAS, to induce such disclosure the parties hereby undertake the obligations of confidentiality and nondisclosure set forth herein;

            NOW THEREFORE, in consideration of the mutual undertakings and promises herein, the parties agree as follows:

Confidential Information:

The term “Confidential Information” means any and all confidential and/or proprietary information and technology of both Infinity Computers and the other party, whether in oral, written, graphic, electromagnetic or other form, including but not limited to past, present and future business, financial and commercial information, business concepts, prices and pricing methods, marketing and customer information, financial forecasts and projections, technical data and information, formula, analysis, trade secrets, ideas, methods, know how, processes,  computer programs, products, equipment, product road maps, prototypes, samples, designs, data sheets, schematics, configurations, specifications, techniques, drawings and other data or Information delivered by either of the parties to the other or to which the the other party has acquired by way of inspection or observation and has been designated by the discloser as Confidential in accordance with paragraph 1.2.

Included Information: 

Confidential Information shall be deemed to include any and all Confidential Information which has been or may be disclosed by or on behalf of the disclosing party, irrespective of form, but which is either (i) marked “Confidential” by the disclosing party or otherwise identified as confidential and proprietary to the disclosing party, or (ii) in the case of oral disclosures, is identified at the time of disclosure as being proprietary and confidential to the disclosing party and summarized thereafter in writing.

Exempted Information:

Confidential Information shall not include information that (a) was already known to the recipient prior to its disclosure by the other party or is independently developed by the recipient, as demonstrated by reasonable and tangible evidence satisfactory to the disclosing party; (b) shall have appeared in any printed publication or patent or shall have become part of the public knowledge except as a result of breach of this Agreement by the recipient; (c) shall have been received by the recipient from another person or entity having no obligation to the disclosing party or its affiliates; or (d) is approved in writing by the disclosing party for release by the recipient.

Treatment of Confidential Information:

Each party agrees to treat all Confidential Information disclosed to it as strictly confidential and shall not disclose, exploit or make use, directly or indirectly, of such Confidential Information without the express written consent of the disclosing party, except for purposes of the Evaluation in accordance with the terms of this Agreement.  Notwithstanding the foregoing, the recipient may disclose Confidential Information to a person or entity controlled by, controlling or under common control with the recipient.  Each party agrees to treat all Confidential Information with a reasonable degree of care, and in any case no less care than it treats its own similar Confidential Information.  Each party shall assume full responsibility for enforcing this Agreement and shall take appropriate measures with its employees, contractors, and other persons acting on its behalf to insure that such persons are bound by a like covenant of secrecy, including but not limited to informing any employee receiving such Confidential Information that such Confidential Information shall not be disclosed except as provided for herein.

Intellectual Property:

It is understood and agreed that the disclosure of the Confidential Information by the disclosing party shall not grant the recipient any express, implied or other license or rights to patents, trade secrets, or other intellectual property of the disclosing party or its suppliers, whether or not patentable, nor shall it constitute or be deemed to create a partnership, joint venture or other undertaking.  Further, each party agrees that it shall not remove or otherwise alter any of the disclosing party’s trademarks, logos, copyrights, notices or other proprietary notices, if any, affixed upon or attached to Confidential Information or any part thereof.

No Business Relationship:

Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any promise or intention by either party to make any purchase or sale or otherwise enter into any other business relationship.

Return of Confidential Information:

Unless otherwise required by state or government rule or regulation, all copies of the Confidential Information shall be returned to the disclosing party immediately upon request without retaining copies thereof, or destroyed upon consent by the disclosing party.

Notice of Disclosure:

In the event that the recipient or anyone to whom the recipient transmits the Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, the recipient will provide the disclosing party with prompt notice thereof so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the applicable provisions of this Agreement.

Employees:

From the date of this Agreement until the third anniversary of the Effective Date hereof, neither Party shall, directly or indirectly, solicit for employment or employ any person who either on the Effective Date of the Agreement or any time within such three (3) years was employed by the the other party

Entire Agreement:

This Agreement shall constitute the complete and exclusive agreement between the parties with respect to the confidentiality and non-disclosure of Confidential Information and shall supersede any and all prior or contemporaneous agreements and understandings relating thereto.  No change, modification, alteration or addition of or to any provision of this Agreement shall be binding unless in writing and executed by or on behalf of both parties by a duly authorized representative.  This Agreement may not be assigned by either party without the consent of the other party.  The undertakings herein shall be binding upon the parties and their respective affiliates, subsidiaries or successors.

Reverse Engineering:

Neither company shall reverse engineer hardware , software or any other such products of the other.

Term:

This Agreement shall be valid as of the Effective Date and shall remain in force for a period of three (3) years thereafter.  The recipient’s obligations concerning the confidentiality and non-disclosure of Confidential Information shall continue indefinitely after termination or expiration of this Agreement unless otherwise designated.

Injunctive Relief:

The parties acknowledge and agree that the unauthorized disclosure of Confidential Information may cause irreparable damage to the disclosing party.  Therefore, in addition to all other available remedies, a disclosing party shall be entitled to seek injunctive relief to remedy a threatened or actual unauthorized disclosure of Confidential Information

Independent Development: 

Each party understands that the receiving party may currently or in the future be developing information internally, or receiving information from other parties that may be similar to the furnishing party’s information.  Accordingly, nothing in this Agreement will be construed as a representation or inference that the receiving party will not develop products, or have products developed for it, that, without violation of this Agreement, compete with the products or systems contemplated by the furnishing party’s Confidential Information.

Governing Law and Venue:

This Agreement shall be governed by and construed under the laws of the Republic of Uganda, and both parties submit to the jurisdiction of and agree that any and all actions shall be brought exclusively in the courts sitting in Kampala, Uganda, carried out in English.