NON-DISCLOSURE AGREEMENT

made and entered into Date: ________ – ___ - _____

BETWEEN
1. [the Disclosing Party]
Dyrekto, Inc.
Mehran mike Okhovat
116730 Schoenborn st.
North Hills, CA 91343
310-770-7060

[the Receiving Party]

1. The Receiving Party understands that the Disclosing Party has disclosed or may
disclose information relating to the “Dyrekto, CEG Marketplace” which to the extent
previously, presently, or subsequently disclosed to the Receiving Party is hereinafter
referred to as "Proprietary Information" of the Disclosing Party. Proprietary
Information, means all information (whether provided verbally, in writing or
electronically), documents, data and materials hereafter transmitted or disclosed to
Recipient by Provider (or by any third party on behalf of, or at the request of,
provider), including confidential, proprietary, technical, developmental and production
information owned by Provider; concepts, ideas, drawings, specifications, login
information, bank information, schematics, formulas or compositions, samples,
models, or prototypes of Provider’s products or concepts; customer list, costs,
expenses, know-how, business and process information and financial data..
2. All Proprietary Information received under this Agreement shall remain the property
of Provider and immediately upon the expiration or termination of this Agreement,
Recipient shall promptly return all Proprietary Information to Provider and shall insure
that all copes of all Proprietary Information are returned or destroyed. Provider will
provide Proprietary Information to Recipient for the sole purpose of evaluating a
potential relationship. Nothing contained herein shall grant, or be deemed to grant,
Recipient any right, title or interest in and to the Proprietary Information.
3. This Agreement does not grant any right or license, express or implied, and
Recipient agrees not to use any Proprietary Information except for the express
purposes contained in this Agreement or set out in a writing between the parties
hereto, nor does this Agreement grand any right or license, express or implied, under
any patent, trademark, copyright or other property right, nor any right to purchase,
distribute or sell any product manufactured, programmed, developed for, or provided
or sold to Provider. Nothwithstanding the foregoing, nothing contained herein shall
restrict or limit any right or license of Recipient with respect to the existing
relationship of the parties.
4. In consideration of the disclosure of Proprietary Information by the Disclosing Party,
the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict
confidence and to take all reasonable precautions to protect such Proprietary
Information (including, without limitation, all precautions the Receiving Party employs
with respect to its own confidential materials), (ii) not to disclose any such Proprietary
Information or any information derived there from to any third person, (iii) not to make
any use whatsoever at any time of such Proprietary Information except to evaluate
internally its relationship with the Disclosing Party, and (iv) not to copy or reverse
engineer any such Proprietary Information. The Receiving Party shall procure that its
employees, agents and sub-contractors to whom Proprietary Information is disclosed
or who have access to Proprietary Information sign a nondisclosure or similar
agreement in content substantially similar to this Agreement
5. Without granting any right or license, the Disclosing Party agrees that the foregoing
shall not apply with respect to any information after five years following the
disclosure thereof or any information that the Receiving Party can document (i) is or
becomes (through no improper action or inaction by the Receiving Party or any
affiliate, agent, consultant or employee) generally available to the public, or (ii) was in
its possession or known by it prior to receipt from the Disclosing Party as evidenced
in writing, except to the extent that such information was unlawfully appropriated, or
(iii) was rightfully disclosed to it by a third party, or (iv) was independently developed
without use of any Proprietary Information of the Disclosing Party. The Receiving
Party may make disclosures required by law or court order provided the Receiving
Party uses diligent reasonable efforts to limit disclosure and has allowed the
Disclosing Party to seek a protective order.
6. Immediately upon the written request by the Disclosing Party at any time, the
Receiving Party will return to the Disclosing Party all Proprietary Information and all
documents or media containing any such Proprietary Information and any and all
copies or extracts thereof, save that where such Proprietary Information is a form
incapable of return or has been copied or transcribed into another document, it shall
be destroyed or erased, as appropriate.
7. The failure of either party to enforce its rights under this Agreement at any time for
any period shall not be construed as a waiver of such rights. If any part, term or
provision of this Agreement is held to be illegal or unenforceable neither the validity,
nor enforceability of the remainder of this Agreement shall be affected. Neither Party
shall assign or transfer all or any part of its rights under this Agreement without the
consent of the other Party. This Agreement may not be amended for any other
reason without the prior written agreement of both Parties. This Agreement
constitutes the entire understanding between the Parties relating to the subject
matter hereof unless any representation or warranty made about this Agreement was
made fraudulently and, save as may be expressly referred to or referenced herein,
supersedes all prior representations, writings, negotiations or understandings with
respect hereto.
8. This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of California, without regard to its conflicts of laws provision. Any
litigation commenced by either party arising out of this Agreement or the relationship
or dealings between the parties shall be conducted in a state of federal court of
competent jurisdiction situated in Los Angeles California and the parties irrevocably
consent to the venue and jurisdiction of such courts with respect to any litigation
between them. The parties agree that if any dispute should arise under this
Agreement, then the prevailing party in such dispute shall be entitled to
reimbursement for its reasonable attorneys’’ fees and related costs.
9. The existence and terms of this Agreement, any transaction contemplated with
respect to the Purpose and the existence, nature and status of discussions regarding
such transaction. In addition, Dyrekto’s Confidential Information shall include, without
limitation: software development kits, reference code and any accompanying
materials and work schedules, timeline for the completion of projects, plan of launch
date of the services and any information furnished by Dyrekto Inc., a company
organized and existing under the laws of united states of America, or any other
Affiliate, on behalf of Dyrekto
10. Each Receiving Party agrees that it shall not make use of, reproduce, disseminate,
or in any way disclose to any person, firm or business, any Confidential Information
of the Disclosing Party, except to the extent necessary for negotiations, discussions,
and consultations with personnel or authorized representatives of the Disclosing
Party, in each case in connection with the Purpose. In addition, the
11. Receiving Party represents and warrants that it shall not attempt to decipher, reverse
engineer, decompile or disassemble any Confidential Information disclosed by the
Disclosing Party hereunder, or knowingly allow others to do so.
12. Each Receiving Party agrees that it shall disclose Confidential Information of the
Disclosing Party only to those of its directors, officers, employees, contractors,
agents, professional advisers or Affiliates who need to know such Confidential
Information for the Purpose and who have agreed to be bound by confidentiality
obligations with respect to such Confidential Information that are at least as
restrictive as those of this Agreement (collectively, the “Permitted Recipients”). The
Receiving Party shall be fully responsible to the Disclosing Party for any breach of
such confidentiality obligations by a Permitted Recipient.
13. Neither Party shall communicate any information to the other in violation of the
proprietary rights of any third party.
14. Neither Party shall assign or transfer any rights or obligations under this Agreement
without the prior written consent of the other Party.
15. This Agreement shall govern all communications made by the Disclosing Party to the
Receiving Party before or after the Effective Date. The term of this Agreement shall
begin on the Effective Date and shall not end unless and until this Agreement is
terminated by either Party upon thirty (30) days written notice to the other Party.
Each Receiving Party’s obligations with respect to any Confidential Information
disclosed prior to such termination shall remain in force for a period of TEN (10)
years following such termination.
16. Agreement by facsimile transmission or by email in Portable Document Format
(PDF) shall be sufficient to bind the parties to the terms of this Agreement.
17. WHEREAS the parties to this agreement desire to work together for the purpose of
arranging business and financial transactions between the parties; and, WHEREAS
certain transactions between the parties may require and result in the introduction of
third parties by one of the parties to the other party ; and,
18. WHEREAS the parties hereby irrevocably confirm and guarantee to each other that
the identity of the corporations, organizations, firms, companies or individuals and
information as defined herein, are valuable and proprietary, whether that contact or
information is known or unknown at the time of this agreement.
19. By signature below and execution of this agreement, each of the undersigned, jointly
and severally, their affiliates and assignees confirm that any corporation,
organization, firm, company or individual of which the undersigned is a party to,
employee of, member of, or otherwise which would benefit financially from an
association, is bound by this agreement.
 20. AGREEMENT, the parties hereto consent, stipulate, and agree, that in the event a
dispute arises as to the terms and/or enforcement of this agreement, the courts of
the State of California shall have jurisdiction over the subject matter as well as in
personam, in rem, and in quasi Remjurisdiction over the parties to this the Federal
Courts. In the event of a suit involving the terms or subject matter of this agreement,
the prevailing party shall be entitled to its cost and reasonable attorney’s fees
incurred in enforcing this agreement. In the event notices are required to be served
to any of the undersigned parties, the address below shall prevail.
21. The undersigned hereby agrees to keep completely confidential the names of any
corporations, individuals or group of individuals, buyers, or sellers, introduced by any
of the parties or their affiliates. Such identity shall remain confidential during the
applicable transactions and during the duration of the agreement, and shall include
without limitation any telephone or telefax numbers, skype, text, addresses, or email,
or any other tools, such information is considered the property of the party, and the
undersigned hereby agree, jointly and severally, to discuss same among the parties
for determination as to what shall be discussed and what procedures to use.

WE, THE UNDERSIGNED, FULLY AND IRREVOCABLY AGREE TO THE TERMS AND
CONDITIONS OF THE NON-DISCLOSURE AGREEMENT PARTIES AGREE BY SEND
FILE IN A PDF FORMAT VIA EMAIL BACK TO THE CORPORATION
EMAIL: [email protected]
MUTUAL AGREEMENT signatory parties
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Disclosing Party] [Receiving Party]

Name: ____________________________ Name:______________________________

Title: ____________________________ Title: ______________________________

Authorized Digital Signature: Authorized Digital Signature:

____________________________ _____________________________

Address: Address:

____________________________ _____________________________

Date: ___________________________ Date: _____________________________