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NON-DISCLOSURE AGREEMENT

This Agreement sets forth the terms of a confidential non-disclosure agreement between your company _____________________________ of ___________________________________________ (hereinafter "Company"), and DateWise, Ltd. of P.O. Box 14321, Columbus, Ohio 43214 (hereinafter "DateWise"). This Agreement is being made because DateWise desires to disclose to the Company, and the Company desires to receive from DateWise, certain information concerning concepts, products and designs confidential and proprietary to DateWise, pertaining to

  • A software tool to identify software installed on Windows based PCs through information available in the Windows Registry and Menuing Systems
  • A software tool that compares files with differences in dates, currency or other fields without specifying the location or format of any specific field containing those values being compared
  • A software tool to locate duplicate or nearly identical files dispursed across a group of computers or directories of a single computer

The disclosure is being made in order to permit the Company to evaluate such information for the sole purpose(s) of

  • Purchasing
  • Proof of concept testing

If any DateWise software is delivered under any agreement without payment or payment is refused by any financial institution, use of such software shall immediately stop upon written notification by DateWise to terminate said software's use. All copies of said software obtained without payment shall immediately be deleted or erased (including backups) and a written statement confirming deletion shall be provided to DateWise within ten (10) days of receipt of said notification. Failure to comply with these terms shall make the Company liable for a usage fee of ten (10) US dollars per calendar day beginning on the twentieth (20) calendar day after mailing of said notification by certified mail and ending when said usage fee is paid in full and a written statement confirming deletion has been provided to DateWise.

For a period of five (5) years after the date of this letter, the Company will not disclose or use without DateWise’s written consent any information obtained from DateWise or representatives of Nazub Software, Inc. concerning such confidential and proprietary concepts, products, marketing and designs. However, this restriction does not apply to information that:

  1. Is in the public domain at the time of disclosure;
  2. Becomes part of the public domain after disclosure as a result of publication by others and not through action by the Company;
  3. The Company reasonably demonstrates was obtained from a third person under circumstances imposing no obligation of confidence between either the Company or DateWise.

This Agreement shall be binding on the Company and DateWise, as well as their respective subsidiaries, affiliates, successors, heirs and assigns.

Please indicate the Company’s acceptance of the terms under which disclosure of such confidential and proprietary information is being made by having a duly authorized officer of the Company sign the original and enclose a copy of this Agreement, after which one of the signed copies should be returned to DateWise, Ltd. at P.O. Box 14321, Columbus, Ohio 43214.

____________________________

        (Name of Company)

Date: _______________________

By: _________________________

Its: _________________________