Demo Access

THE PARTIES hereby agree as follows:

1. 1. DEFINITIONS
      1. In this Agreement, the following terms shall have the
         meaning attributed herein:
         1. ‘Confidential Information’ shall mean all information of
            a confidential nature, and/or information which misuse or
            disclosure could foreseeably damage the business or reputation
            of either Party, whether directly or indirectly. Confidential
            Information shall include, but not be limited to, information
            in whatever format (and whether or not designated as confidential
            or proprietary by the Disclosing Party) relating to the
            Disclosing Party’s business, organisational structure, products,
            technology, prototypes, processes, business contacts and affairs,
            plans, drawings, creations, operations, services, projects,
            markets and market opportunities, finances (including cost
            estimates, historical and projected charge rates and fee rates),
            know-how, business strategy, trademarks, design rights, trade
            secrets, patents and customers or prospective customers or
            suppliers. For the purposes of this Agreement, Confidential
            Information does not include information which:
            1. is or becomes publicly available through no act
               or omission of the Receiving Party, and through no
               violation of this Agreement;
            2. was rightfully known or lawfully
               in the possession of the Receiving Party prior
               to disclosure;
            3. is trivial or obvious or otherwise clearly
               of a non-confidential nature;
            4. is required, pursuant to a legal proceeding or
               other legal or regulatory requirement, to be disclosed,
               provided that, if legally permissible, prior notice and
               cooperation is given to the Disclosing Party in order to
               contest or limit such disclosure;
            5. is independently known or developed by employees,
               contractors or agents of the Receiving Party without
               any use or knowledge of the Confidential Information;
               and/or
            6. is hereafter rightfully provided to the Receiving
               Party by a third party without restriction on disclosure.

            The Receiving Party has the burden of proof of any
            of the exceptions listed in point a-f above.

1. 1. CONFIDENTIAL INFORMATION OBLIGATIONS
      1. Both Parties agree:
         1. not to disclose and hold and maintain the Confidential
            Information in strictest confidence for the sole and
            exclusive benefit of the Disclosing Party;
         2. only disclose Confidential Information to any third
            party with the prior written consent of the Disclosing
            Party or otherwise in accordance with this Agreement;
            and;
         3. to notify the Disclosing Party, immediately, of any breach,
            its manner, the Confidential Information disclosed, and the
            third party to whom the disclosure has been made,
         4. not to copy or reverse engineer any such Confidential Information and
         5. not to export or reexport any such Confidential
            Information or product thereof
      2. Both parties further agree not to use in any manner and /or
         duplicate any Confidential Information, in whole or in part,
         pertaining to the Disclosing Party for any reason whatsoever,
         except for the Purpose.
      3. Either Party may disclose the Confidential Information to:
         1. its directors, officers and employees; and/or
         2. its sub-contractors and their employees.

         Provided that such disclosure may only occur to the extent that it is
         reasonably necessary for the purposes of this Agreement, and the
         subsequent contract if entered into, and on the condition that the
         Receiving Party shall obtain from any persons or entities mentioned in
         (a) and/or (b) above to whom the Confidential Information is disclosed
         or who may in any way obtain access to any Confidential Information,
         enforceable undertakings in terms at least equivalent and as binding upon
         such persons and/or entities as the Receiving Party is bound to the
         Disclosing Part by the terms of this Agreement.

1. 1. TITLE TO CONFIDENTIAL INFORMATION
      1. All Confidential Information furnished under this Agreement
         shall remain the Disclosing Party’s property. Nothing in this
         Agreement is intended to grant either Party any rights or licenses
         with regard to intellectual property of the other Party. The
         Receiving Party undertakes and binds itself not to assert any
         claim of title of ownership to the intellectual property and/or
         Confidential Information or any portion thereof.

1. 1. RETURN OF COFIDENTIAL INFORMATION
      1. Each Party shall, including all copies thereof, promptly
         return or destroy all Confidential Information received by the
         Disclosing Party, at the Receiving Party’s own costs, upon the
         Disclosing Party’s request and/or should the Parties decide not to
         continue the business relationship. The Receiving Party shall not
         retain copies of any Confidential Information.

1. 1. TERM
      1. This Agreement applies only to disclosures made before the
         second anniversary of this agreement. The terms of this Agreement
         will remain in effect with respect to any particular Confidential
         Information until non-disclosing Party can document that it falls
         into one of the exceptions stated in Paragraph 2 above.

1. 1. WARRANTIES
      1. Confidential Information shall not constitute any express or
         implied warranty of any kind. All representations and warranties,
         whether express or implied, including fitness for a particular
         purpose, merchantability, title, and non-infringement, are hereby
         disclaimed.

1. 1. UNAUTHORISED USE
      1. The Parties hereto agree and acknowledge that the Second Party’s
         breach of any term or provision of this Agreement shall materially
         and irreparably harm the Company and/or its affiliated companies or
         related entities. In the event of such breach or threatened breach,
         the Company shall have, in addition to any and all remedies at law,
         the right to an injunction, specific performance and other equitable
         relief to prevent the violation of the other Party’s obligations
         hereunder.

1. APPLICABLE LAW AND JURISDICTION
   1. This Agreement shall be governed by and construed in accordance
      with the laws of Malta, and either Party shall be entitled to enforce
      their rights under this Agreement specifically, to recover damages
      and costs (including reasonable attorney fees) caused by any breach
      of any provision of this Agreement and to exercise all other rights
      existing in its favour at law.
   2. The Parties submit to the jurisdiction of the Maltese Courts.