MUTUAL NONDISCLOSURE AGREEMENT

THIS AGREEMENT is made on ___________________ by and between Agoda Company Pte. Ltd., with registered offices at 20 Cecil Street Equity Plaza #14-01 Singapore 049705, for itself, its subsidiaries and affiliates (the "Company"), and ___________________________________________________________________ ("Second Party").
1. Purpose. The Company and Second Party wish to explore a business opportunity and each may disclose its Confidential Information to the other during discussions in connection with this purpose. Definition. "Confidential Information" includes but is not limited to the purpose, any XML specifications, IT systems, sample code, company documentation, staff information, deal terms, marketing data, margins, financial data, bank or financial statements, business, customer or personal information, technical data, trade secrets, contract terms as well as information and know-how related to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, manuals, engineering, hardware configuration information, or other proprietary non-public information of a disclosing party which is marked as or should reasonably be understood to be confidential by the receiving party, without the need for marking it as such. Confidential Information may be disclosed by any tangible or intangible means, including, without limitation, in writing, electronically, orally, visually or otherwise. Confidential Information does not include information which: (i) is in the possession of the receiving party, without confidentiality restrictions, at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public domain, through no act or omission of the receiving party; (iii) is rightfully obtained by that receiving party from a third party without restriction on disclosure and without, to the best knowledge of the receiving party after due inquiry, a breach of an obligation of confidentiality to the other party to this Agreement or a third party, (iv) is independently developed by a party without any reference to the other partys Confidential Information; or (v) is approved for release by the disclosing party in writing. Confidential information shall not be deemed to be information in the public domain merely because any part of such information includes individual features, components or combinations that are now or become known to the public. Non-Use and Non-Disclosure of Confidential Information. Each party agrees not to use the Confidential Information disclosed to it by the other party in any way except in relation to the purpose. Neither party will disclose any Confidential Information of the other party without the prior written approval of the disclosing party to others, except to its directors, officers, employees, consultants, representatives and agents who are required to have the information in order to carry out the discussions in relation to the purpose and always on a strict need to know basis. Each party has had or will have those directors, officers, employees, consultants, representatives and agents to whom Confidential Information of the other party is disclosed or who have access to Confidential Information of the other party sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the other party in writing of the names of each such person who has signed such agreements after such agreements are signed. Each party agrees that it will take all reasonable measures to protect the secrecy of and prevent disclosure or use of the other partys Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have access to any such information, which measures shall include the highest degree of care that either party utilizes to protect its own Confidential Information of a similar nature. Neither party shall reverse engineer, copy, disassemble or decompile any prototypes, software or other tangible or intangible data which embody the other party's Confidential Information and which are provided to recipient hereunder. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party which may come to its attention. With respect to the protection of any customers personal information, the parties agree to abide by the applicable laws which pertain to such matters. Any material violation of applicable privacy laws will be considered a breach of this Agreement. Mandatory Disclosure. In the event that either party or their respective directors, officers, employees, consultants, representatives or agents are requested or required by legal process to disclose any of the Confidential Information of the other party, the party required to make such disclosure shall give prompt notice so that the other party may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the party required to make such disclosure shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE PARTIES MAKE NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, FITNESS FOR PURPOSE, COMPLETENESS OR PERFORMANCE.

2.

3.

4.

5.

NDA

6.

Return of Materials. Upon the request of a party, any materials or documents containing Confidential Information and which have been furnished by such party to the other will be promptly returned, accompanied by all copies of such documentation, after the business possibility or agreement has been rejected, concluded or terminated. The requesting party may also ask for evidence that all copies of such materials or documents containing Confidential Information have been destroyed. No License Granted. Nothing in this Agreement is intended to grant any license or rights to either party under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant either party any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties. Term. The foregoing commitments of either party in this Agreement shall survive any termination of discussions between the parties and shall continue for a period of two (2) years following the date of this Agreement. Assignment. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information of the disclosing party may not be assigned without the prior written consent of such party. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of Singapore, and any disputes shall be subject to the exclusive jurisdiction of the Singapore courts, with the understanding that the parties will use their reasonable efforts to settle any disputes amicably. A person who is not a party to this Agreement has no right under the Contracts (Right of Third Parties) Act (2001) or otherwise to enforce any terms of this Agreement. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party's business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach by either party of any covenants and agreements set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. No Publicity. The Second Party agrees that it will not (save as required by law) make any announcement or issue any publicity in connection with this Agreement unless the Company shall have first reviewed and given its prior written consent to such announcement or publicity. Miscellaneous. This document contains the entire agreement between the parties with respect to the subject matter hereof. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement is drawn up in the English language. Any translation into another language is for convenience only. In case of conflict between the English language version and such translation, the English language version shall prevail. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the Agreement when a duly authorized representative of each party has signed the counterpart.

7.

8.

9.

10.

11.

12.

13.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by its duly authorized representative(s) (without the need for the other party to verify this) as of the day and year first above written. Signed on behalf of AGODA COMPANY PTE. LTD.: Signed on behalf of SECOND PARTY:

__________________________ (Signature) Name: Robert B. Rosenstein Title: President & COO

NDA

__________________________ (Signature) Name: Title:

2

NDA