Reciprocal Confidentiality Agreement

This Reciprocal Confidentiality Agreement (this "Agreement") is made and entered into on _______________ by and between WAMware Ltd. ("WAMware"), a Nevada company, and _______________   ("Company") of _______________  (collectively called the "Parties") for the purpose of protecting confidential information owned by each WAMware and Company, which may be disclosed by either party to the other during a period of time beginning on the date of this agreement and ending two years hence.

Purpose for disclosure (hereinafter "Purpose"): Confidential information may be disclosed pursuant to this Agreement for the Purpose of investigating process improvements in mechanical product development.

WAMware and Company each agree that confidential information delivered from one to the other on paper, or other media capable of being marked, shall be marked ‘Confidential’. Confidential information delivered orally shall be identified as such by subsequent written communication delivered within 10 days to the party receiving such information. Further WAMware and Company each agree as follows:

1. The parties agree to protect in strict confidence, and agree not to use or disclose except for the Purpose, all Confidential Information acquired pursuant to this Agreement. Confidential Information shall mean all nonpublic technical and business information acquired pursuant to this Agreement. In all events, Confidential Information shall include nonpublic inventions, discoveries, and improvements provided or developed by the Parties.

2. Each party shall take such additional steps as may be necessary to identify any Confidential Information required to be protected hereunder by the other party.

3. Each party shall refrain from disclosing the other party’s Confidential Information except to employees who have a need to know such Confidential Information for the Purpose and are obligated to use and disclose such Confidential Information only for such Purpose. No disclosure to or use by any other person or entity, including agents, subcontractors, or sublicensees, is permitted without the other party’s prior written consent.

4. Each party shall segregate and store securely all materials and devices that contain or evidence Confidential Information required to be protected hereunder by that party.

5. No photograph, copy, or facsimile of any materials or devices that contain or evidence Confidential Information required to be protected hereunder by a party may be made without the other party’s prior written consent.

6. The foregoing notwithstanding, neither party shall be obligated to protect or restrict the use or disclosure of any information generally available to the public, independently developed by a party without reliance on Confidential Information of the other party, obtained from a third party who is under no restriction with respect to the use and disclosure of such information, or approved for unrestricted release by the other party in writing. In addition, either party may use and disclose Confidential Information of the other party where required by law, provided that it shall first notify the other party of such requirement and cooperate with respect to any reasonable steps available for the further protection of such Confidential Information.

7. No title or interest in or to any Confidential Information is granted hereunder.

8. Unless otherwise agreed, each party shall have sole ownership of all inventions, discoveries, or improvements and all works of authorship resulting in whole or in part from its efforts, including all associated intellectual property rights. Each party shall cooperate with the other and execute, or cause its personnel to execute, such further acknowledgements and instruments as may be necessary to establish such ownership.

9. This Agreement shall terminate (a) upon completion of the time period stated above, or, (b) upon written request of either party, whichever is earlier. Upon termination of this Agreement, each party shall return to the other party all materials and devices, including copies thereof, that contain or evidence Confidential Information required to be protected hereunder by that party. Following the termination of this Agreement and the proper return of such materials and devices, the confidentiality obligations set forth hereunder shall continue in effect for a period of two (2) years, except that the confidentiality obligations with respect to any technical information that constitutes a trade secret shall continue in effect for so long as the information remains a trade secret, and the provisions hereof regarding ownership shall continue in effect for so long as necessary to give full effect thereto.

10. Each party agrees that, in the event of any breach of any provision hereof, the aggrieved party will not have an adequate remedy in money or damages. Each party therefore agrees that, in such event, the aggrieved party shall be entitled to obtain injunctive relief against such breach in any court of competent jurisdiction, without the necessity of posting a bond even if otherwise normally required. Such injunctive relief will in no way limit the aggrieved party’s right to obtain other remedies available under applicable law.

11. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns, except that no assignment of any rights in Confidential Information required to be protected hereunder by a party may be made by such party without the prior written consent of the party who benefits from such provision. The waiver of any provision in any instance shall not be construed as a waiver in all other instances. This Agreement shall be governed by the laws of Nevada.

12. Each party represents and warrants that it has the right to disclose any information provided to the other party in furtherance of the Purpose, without violating any agreement with, or right of, any other person or company. Confidential Information disclosed by a party hereunder may include Confidential Information of a third party, provided that the third party has authorized such disclosure, and in such event this Agreement shall apply equally to such Confidential Information and shall inure to the benefit of such third party.

13. Where appropriate to give effect to the Purpose, references to WAMware or Company may include affiliates and subsidiaries, provided that they are bound by the obligations set forth herein.

In witness whereof, the parties, intending to be legally bound, have caused their authorized representatives to execute and deliver this Agreement.