Private Mastermind Capital

This Multi-Party Nondisclosure Agreement (“Agreement”) is hereby entered into by Platinum Ventures Limited and the party to be named below.
Each party hereto may also be referred to individually as a “Party,” and collectively as the “Parties.”

The Parties wish to discuss information relating to [Platinum Group] (“Purpose”), and in the course of such discussions, it may be necessary for the Parties to disclose proprietary technical and business information with potentially patentable information, proprietary technical and business information referred to herein as (“Proprietary Information”).

In order to review such Proprietary Information amongst the Parties, the Parties agree to access and use such Proprietary Information only for the stated Purpose of this Agreement. The Parties are willing and able to provide the Proprietary Information to each other under the following terms and conditions:

1. All Proprietary Information conveyed by the Parties shall be identified as “Proprietary Information” or other, similar designation, at the time it is disclosed. The receiving Party’s obligations shall only extend to Proprietary Information that is within the scope of the Purpose, appropriately marked, or that is unmarked (e.g. oral and visual disclosures) but identified as potentially patentable, business sensitive, or proprietary at the time of disclosure or access, and is designated as Proprietary Information in a written memorandum sent to the receiving Party’s representative within thirty (30) days of disclosure or access, sufficiently summarizing the Proprietary Information to enable its identification.

To the extent that the Parties receive or are given access to any identified and marked Proprietary Information, the Parties shall use the same degree of care that they use to protect their own proprietary information or potentially patentable information of a like nature (but no less than a reasonable degree of care) to maintain such information in confidence, to use such information only for the Purpose, to disclose such information only to its employees who need to know the information for the Purpose, and to make no further disclosure of such information without the prior written permission of the disclosing Party.

2. All Proprietary Information provided to the receiving Party shall remain the property of the initial disclosing Party and, upon expiration or termination of this Agreement, shall be returned at the disclosing Party’s expense or destroyed/deleted as requested, in writing, by the disclosing Party.

3. The effective date of this Agreement shall be determined by the date of the last signature of this Agreement of the Parties (“Effective Date”). This Agreement shall be in full force and effect for a period of two (2) years from the Effective Date. Any Party may terminate its participation in this Agreement with thirty (30) days written notice to all the other Parties. For five (5) years from the Effective Date of this Agreement, receiving Party will not disclose or otherwise make available to any third parties the Proprietary Information, except as otherwise expressly permitted under this Agreement.

4. The obligations of this Nondisclosure Agreement shall not extend or apply to Proprietary Information which now or hereafter (i) is or becomes generally known or available from other sources without obligation concerning its confidentiality; (ii) has been made available by the disclosing Party to others without obligation concerning its confidentiality; (iii) is already available to others without obligation concerning its confidentiality; (iv) is independently developed by an employee of the receiving Party having no access to the Proprietary Information; or (v) is required to be released pursuant to law, regulation, or judicial process, provided however that the receiving Party subject to such requirement must notify, in writing, the disclosing Party as soon as practicable to allow the disclosing Party an opportunity to seek a protective order. In no event will receiving Party be in breach of this Agreement for its good faith compliance with applicable law.

5. This Agreement does not create any obligation upon a Party to provide information to another Party. This Agreement does not create a joint venture, partnership, or other form of business association between the Parties.

6. This Agreement shall be governed by and construed in accordance with E.U. law in a court of competent jurisdiction.

7. The Parties agree that no other right or license to the Proprietary Information is granted or implied as a result of its transmission to the Parties.

8. No other Party may assign or otherwise transfer its rights or delegate its duties or obligations under this Agreement without prior written consent of all of the other Parties. Any attempt to do so is void.

9. The Parties acknowledge that this Agreement may be executed in a number of counterparts and the sum of said counterparts shall represent a fully executed document. The Parties further acknowledge that electronically transmitted facsimile signatures are fully binding and constitute a legal method of executing this Agreement. Any reproduction of this Agreement by reliable means will be considered an original of this Agreement.

10. The failure of a Party to enforce a right under this Agreement will not be deemed a waiver of any subsequent right.

11. Disclaimers: EACH DISCLOSING PARTY PROVIDES PROPRIETARY INFORMATION SOLELY ON AN “AS IS” BASIS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND CONCERNING ITS ACCURACY OR COMPLETENESS.

Neither this Agreement, nor any disclosure of Proprietary Information hereunder, in any way: (i) grants to any Party any rights (except the limited rights expressly set forth in this Agreement) or license under any copyright, patent, mask work, or trademark now or hereafter owned or controlled by the another; (ii) obligates any Party to disclose or receive any Proprietary Information, perform any work, enter into any license, business engagement, or other agreement; (iii) limits any Party from developing, manufacturing, or marketing products or services which may be competitive with those of the other Parties; (iv) limits any Party from assigning or reassigning employees in any way; (v) creates any partnership, joint venture, agency, or joint relationship, or authorizes any Party to act or speak on behalf of the other Parties; or (vi) limits any Party from entering into any business relationship with any other parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth at submission of this application.

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